**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**




(Mark
      One)




**x** **QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**




For
      the
      quarterly period ended **September
      30, 2008**




** ̈** **TRANSITION REPORT UNDER 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**


(Exact
      name of small business issuer as specified 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, MI 48304**


(Address
      of principal executive offices) (Zip Code)




**(248)
      723-3007**


(Issuer's
      telephone number, including area code)




Indicate
      by check mark whether the issuer (1) has filed all reports required to be filed
      by section 13 or 15(d) of the Securities Exchange Act during the past 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 whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions 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 Companyx




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). x YES  ̈ No




Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date: No par value Common
      Stock:




**10,796,981
      shares outstanding as of November 7, 2008**









**PART
      I — FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements**





**Sandston
      Corporation**


**Condensed
      Balance Sheet**


**September
      30, 2008 and December 31, 2007**





**September 30,****2008**
            
            **December 31,****(****Unaudited****)**
            
            **2007****Assets**Current
                assets:Cash
            
            $
            50,909
            
            $
            69,062Deposit
            
            
            1,800
            
            
            1,800Total
                assets
            
            $
            52,709
            
            $
            70,862**Liabilities
                and Shareholders’ Equity**Current
                liabilities - accounts payable
            
            $
            4,048
            
            $
            1,537Shareholders’
                deficit:Common
                stock, no par value, 30,000,000 shares authorized, 10,796,981 shares
                issued and outstanding
            
            
            33,799,784
            
            
            33,799,784Accumulated
                deficit
            
            
            (33,751,123
            )
            
            (33,730,459
            )Total
                shareholders’ equity
            
            
            48,661
            
            
            69,325Total
                liabilities and shareholders’ equity
            
            $
            52,709
            
            $
            70,862





See
      notes
      to condensed financial statements.




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          2




**Sandston
      Corporation**


**Condensed
      Statements of Operations**


**For
      The Three- and Nine-Month Periods Ended September 30, 2008 and
      2007**





Three Months Ended Sept. 30,
            
            Nine Months Ended Sept. 30,2008
            
            2007
            
            2008
            
            2007(Unaudited)
            
            (Unaudited)
            
            (Unaudited)
            
            (Unaudited)Net
                revenues
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -General
                and administrative expenses
            
            
            4,977
            
            
            4,313
            
            
            20,664
            
            
            25,380Loss
                before income taxes
            
            
            (4,977
            )
            
            (4,313
            )
            
            (20,664
            )
            
            (25,380
            )Income
                taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            $
            (4,977
            )
            $
            (4,313
            )
            $
            (20,664
            )
            $
            (25,380
            )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





See
      notes
      to condensed financial statements.




Page
          3




**Sandston
      Corporation**


**Condensed
      Statements of Cash Flows**


**For
      The Three- and Nine-Month Periods Ended September 30, 2008 and
      2007**





**Nine Months Ended Sept. 30,****2008**
            
            **2007****(Unaudited)**
            
            **(Unaudited)**Cash
                flows from operating activities:Net
                loss
            
            $
            (20,664
            )
            $
            (25,380
            )Adjustments
                to reconcile net loss to net cash flows used in operating
                activities:Changes
                in liabilities that provided cash:Accounts
                payable
            
            
            2,511
            
            
            788Net
                cash used in operating activities
            
            
            (18,153
            )
            
            (24,592
            )Net
                decrease in cash
            
            
            (18,153
            )
            
            (24,592
            )Cash
                at beginning of period
            
            
            69,062
            
            
            98,459Cash
                at end of period
            
            $
            50,909
            
            $
            73,867Supplemental
                disclosures of cash flow information:Cash
                paid for interest
            
            $
            -
            
            $
            -Cash
                paid for income taxes
            
            
            -
            
            
            -





See
      notes
      to condensed financial statements.




Page
          4


**Sandston
      Corporation**


**Notes
      To Condensed Financial Statements**


**For
      The Three- and Nine-Month Periods Ended September 30, 2008 and
      2007**




**Note
      1 - Basis of Presentation**




Pursuant
      to a recommendation of the Company’s Board of Directors and approval by its
      shareholders on January 13, 2004, the Company sold to NC Acquisition Corporation
      (the "Purchaser") on March 31, 2004 all of its tangible and intangible assets,
      including its real estate, accounts, equipment, intellectual property,
      inventory, subsidiaries, goodwill, and other intangibles, except for $30,000
      in
      cash, (the "Net Asset Sale"). The Purchaser also assumed all of the Company’s
      liabilities pursuant to the Net Asset Sale. Following the Net Asset Sale, the
      Company’s only remaining assets were $30,000 in cash and it had no liabilities.
      It also retained no subsidiaries. On April 1, 2004 the Company amended its
      Articles of Incorporation to change its name from Nematron Corporation to
      Sandston Corporation (the “Company”) and to implement a shareholder approved
      one-for-five reverse stock split of the Company’s common stock, whereby every
      five issued and outstanding shares of the Company’s common stock became one
      share. On April 1, 2004 the Company also sold a total of 5,248,257 post-split
      shares to Dorman Industries, LLC (“Dorman Industries”) for $50,000. Dorman
      Industries is a Michigan limited liability company wholly owned by Mr. Daniel
      J.
      Dorman, the Company’s Chairman of the Board, President and Principal Accounting
      Officer. Pursuant to its purchase of these shares, Dorman Industries became
      the
      owner of 62.50% of the then outstanding common stock of the Company and
      currently is the beneficial owner of 48.6% 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.




In
      the
      opinion of management, all adjustments considered necessary for a fair
      presentation of the consolidated financial statements for the interim periods
      have been included. Certain information and footnote disclosures normally
      included in financial statements prepared in accordance with generally accepted
      accounting principles have been condensed or omitted pursuant to the Securities
      and Exchange Commission’s rules and regulations, although the Company believes
      that the disclosures are adequate to make the information presented not
      misleading. These condensed consolidated financial statements should be read
      in
      conjunction with the consolidated financial statements and notes thereto
      included in the Company’s latest annual report on Form 10-KSB.




The
      results of the operations for the three- and nine-month periods ended September
      30, 2008 and 2007 are not necessarily indicative of the results to be expected
      for the full year. Additionally, since the Net Asset Sale, which was effective
      April 1, 2004, the Company has no revenue generating activities.




Liquidity
      and Management Plans




The
      Company became a "public shell" corporation on April 1, 2004 following the
      Net
      Asset Sale and since that date its operational activities have been limited
      to
      considering sundry and various acquisition opportunities, and its financial
      activities have been limited to administrative activities and incurring
      expenditures for accounting, legal, filing, printing, office and auditing
      services. These expenditures have been paid with the $30,000 cash retained
      from
      the businesses that were sold, from $50,000 of proceeds from the sale of common
      stock on April 1, 2004 to Dorman Industries, and from $120,000 of proceeds
      from
      the sale, through a private placement, of unregistered common stock in December
      2006 to certain accredited investors.




Page
          5




**Note
      2 – Earnings Per Share**




The
      weighted average shares outstanding used in computing basic loss per share
      for
      the three- and nine-month periods ended September 30, 2008 and 2007 have been
      adjusted to give effect to the one-for-five reverse stock split discussed in
      Note 1. The Company has no dilutive securities.





**Item
      2.**  **Management's
      Discussion and Analysis of Results of Operations**




Readers
      should refer to a description of the Net Asset Sale described in Note 1 to
      the
      condensed financial statements included in this Form 10-Q. As described therein,
      the net assets and industrial controls businesses of the Company were sold
      effective as of the close of business on March 31, 2004. Since April 1, 2004,
      the Company has not engaged in any revenue generating activities, although
      it
      has considered various investment opportunities and it has incurred
      administrative expenses related to legal, accounting, and administrative
      activities. The Company has had no 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.




**Three
      Month Periods Ended September 30, 2008 and 2007**




Direct
      administrative expenses of the Company totaled $4,977 and $4,313 for the
      three-month periods ended September 30, 2008 and 2007, respectively. The
      increase of $664, or 15.4%, is due to more administrative services required
      in
      the current period compared to the year earlier period.




**Nine
      Month Periods Ended September 30, 2008 and 2007**




Direct
      administrative expenses of the Company totaled $20,664 and $25,380 for the
      nine-month periods ended September 30, 2008 and 2007, respectively. The decrease
      of $4,716, or 18.6%, is due to fewer administrative services required in the
      current period compared to the year earlier period. In 2007, the Company
      incurred costs for legal, printing and other services for the Company’s annual
      meeting held in 2007; there was no annual meeting in the current
      period.




**Liquidity
      and Capital Resources**




Primary
      sources of liquidity for the Company following the March 31, 2004 Net Asset
      Sale
      have been cash balances that have been used to pay administrative expenses.
      Operating expenses of the Company have been funded with $30,000 of available
      cash retained from the Net Asset Sale and from $50,000 of cash generated by
      the
      sale of additional shares of common stock to Dorman Industries on April 1,
      2004.
      In December 2006, the Company sold through a private placement of unregistered
      securities 2.4 million shares of Common Stock for a total of $120,000. As
      reflected in the accompanying balance sheet at September 30, 2008, cash totals
      $50,909. Based on such balance and management’s forecast of activity levels
      during the foreseeable future, management believes that the present cash balance
      will be sufficient to pay its current liabilities and its administrative
      expenses as such expenses become due. 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.




Page
          6




**Uncertainties
      Relating to Forward Looking Statements**




"Item
      2 -
      Management's Discussion and Analysis of Results of Operation" and other parts
      of
      this Form 10-Q contain certain "forward-looking statements" within the meaning
      of the Securities Act of 1934, as amended. While management of the Company
      believes any forward-looking statements it has made are reasonable, actual
      results could differ materially since the statements are based on current
      management expectations and are subject to risks and uncertainties. These risks
      and uncertainties include, but are not limited to the following:




·
            Uncertainties
                discussed elsewhere in “Management's Discussion and Analysis of Results of
                Operations”;




·
            The
                potential inability of the Company to locate potential businesses
                and to
                negotiate the closing of identified businesses so as they become
                businesses of the Company;




·
            Unforeseen
                increases in operating expenses;




·
            The
                inability to attract or retain management, sales and/or engineering
                talent
                for any acquired business;




·
            The
                inability to continue financing the administrative expenses of the
                Company out of available funds and the inability to raise additional
                funds
                to cover any shortfall.




**Item
      3.**  **Quantitative
      and Qualitative Disclosures About Market Risk.**




Not
      applicable.




**Item
      4T.**  **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 these procedures are
      effective.




Based
      on
      its evaluation of disclosure controls and procedures in effect at December
      31,
      2007, 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.




Page
          7




*(b)*  *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 period covered by this report that
      have materially affected, or are reasonably likely to materially affect, the
      Company’s internal control over financial reporting. Although
      there have been no such changes in our internal control over financial
      reporting, the Company has taken steps to enhance the ability of its system
      of
      internal control over financial reporting to timely identify and respond to
      changes in SEC filing regulations related to non-accelerated
      filers.




**PART
      II - OTHER INFORMATION**




**Item
      6.**  **Exhibits
      and Reports on Form 8-K**




Exhibits
      included herewith are set forth on the Index to Exhibits, which is incorporated
      herein by reference.





**SIGNATURES**




In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      registrant has caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





**Sandston
                Corporation****November
                7, 2008**
            
            **/s/
                Daniel J. Dorman****Date**
            ****
            **President,
                CEO and Principal Financial
                Officer**




Page
          8




**INDEX
      TO EXHIBITS**





Exhibit Number
            
            Description of Exhibit31.1
            
            Certification
                of the Principal Executive Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            
            Certification
                of the Principal Financial Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.0
            
            Certification
                of President, CEO (Principal Executive Officer) and Principal 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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          9