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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(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, 2004

             |_| 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               (I.R.S. Employer Identification No.)
of incorporation or organization)

          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)

         Check 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

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

    No par value Common Stock: 8,397,151 OUTSTANDING AS OF NOVEMBER 12, 2004

Transitional Small Business Disclosure Format: |_|   YES    |X|  NO

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<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

                              SANDSTON CORPORATION
                             CONDENSED BALANCE SHEET
                    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                  SEPTEMBER 30,
                                                                                      2004          DECEMBER 31,
                                                                                   (UNAUDITED)        2003
                                     ASSETS
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>
Current assets:
     Cash                                                                          $     50,203    $         --
     Current assets of discontinued operations                                               --       4,944,068
                                                                                   ------------    ------------
              Total current assets                                                       50,203       4,944,068
Noncurrent assets of discontinued operations                                                 --       5,185,473
                                                                                   ------------    ------------

              Total assets                                                         $     50,203    $ 10,129,541
                                                                                   ============    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
     Accounts payable                                                              $     10,631    $         --
     Current liabilities of discontinued operations                                          --      11,005,157
                                                                                   ------------    ------------
              Total current liabilities                                                  10,631      11,005,157
Noncurrent liabilities of discontinued operations                                            --       2,332,723
                                                                                   ------------    ------------
              Total liabilities                                                          10,631      13,337,880
Stockholders' equity (deficit):
     Common stock, no par value, 30,000,000 shares authorized,  8,397,151 shares
         outstanding at September 30, 2004 and
         3,148,894 shares outstanding at December 31, 2003                           33,679,784      33,629,784
     Accumulated comprehensive loss                                                          --         (64,757)
     Accumulated deficit                                                            (33,640,212)    (36,773,366)
                                                                                   ------------    ------------
              Total shareholders' equity (deficit)                                       39,572      (3,208,339)
                                                                                   ------------    ------------

              Total liabilities and shareholders' equity (deficit)                 $     50,203    $ 10,129,541
                                                                                   ============    ============
</TABLE>

See notes to condensed financial statements.

                                     Page 2
<PAGE>

                              SANDSTON CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                   FOR THE THREE- AND NINE-MONTH PERIODS ENDED
                           SEPTEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED SEPT. 30,   NINE MONTHS ENDED SEPT. 30,
                                            --------------------------    ---------------------------
                                               2004           2003           2004           2003
                                            (UNAUDITED)    (UNAUDITED)    (UNAUDITED)    (UNAUDITED)
                                            -----------    -----------    -----------    -----------
<S>                                         <C>            <C>            <C>            <C>
Net revenues                                $        --    $        --    $        --    $        --
General and administrative expenses               8,712             --         40,428             --
                                            -----------    -----------    -----------    -----------
Operating loss from continuing operations        (8,712)            --        (40,428)            --
Income taxes                                         --             --             --             --
                                            -----------    -----------    -----------    -----------
Loss from continuing operations                  (8,712)            --        (40,428)            --
Discontinued operations (Note 1):
     Loss from discontinued operations               --       (706,767)      (615,770)    (2,177,496)
     Gain on sale of net assets of
       discontinued operations                       --             --      3,789,352             --
                                            -----------    -----------    -----------    -----------

Income (loss) before income taxes                (8,172)      (706,767)     3,133,154     (2,177,496)
Income taxes                                         --             --             --             --
                                            -----------    -----------    -----------    -----------

Net income (loss)                           $    (8,172)   $  (706,767)   $ 3,133,154    $(2,177,496)
                                            ===========    ===========    ===========    ===========

Per  share amounts -
basic and diluted (Note 4):
     Continuing operations                  $        --    $        --      $ ( 0.01)    $        --
                                            ===========    ===========    ===========    ===========
     Discontinued operations                $        --    $     (0.22)   $      0.48    $     (0.69)
                                            ===========    ===========    ===========    ===========
Weighted average shares
    outstanding (Note 4):
     Basic and diluted                        8,397,151      3,148,894      6,647,732      3,148,894
                                            ===========    ===========    ===========    ===========
</TABLE>

                              SANDSTON CORPORATION
               CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
     FOR THE THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED SEPT. 30,    NINE MONTHS ENDED SEPT. 30,
                                             --------------------------    ---------------------------
                                                2004           2003          2004           2003
                                             (UNAUDITED)    (UNAUDITED)    (UNAUDITED)    (UNAUDITED)
                                             -----------    -----------    -----------   -----------
<S>                                          <C>            <C>            <C>           <C>
Net income (loss)                            $    (8,712)   $  (706,767)   $ 3,133,154   $(2,177,496)
Other comprehensive income (loss) -
    equity adjustment from foreign
    translation of discontinued operations            --         (1,920)        64,757       (21,157)
                                             -----------    -----------    -----------   -----------

Comprehensive income (loss)                  $    (8,712)   $  (708,687)   $ 3,197,911   $(2,198,653)
                                             ===========    ===========    ===========   ===========
</TABLE>

See notes to condensed financial statements.

                                     Page 3
<PAGE>

                              SANDSTON CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
          FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                 NINE MONTHS ENDED SEPT. 30,
                                                                 ---------------------------
                                                                   2004             2003
                                                                (UNAUDITED)      (UNAUDITED)
                                                                 ------------    ------------
<S>                                                              <C>             <C>
Cash flows from operating activities:
     Net income (loss)                                           $  3,133,154    $ (2,177,496)
Adjustments to reconcile net income (loss) to net cash flows
       used in operating activities:
         Gain on sale of net assets of discontinued operations     (3,789,352)             --
         Operating cash flows from discontinued operations            493,219         811,662
         Changes in assets and liabilities that provided cash:
              Accounts payable                                         10,631              --
                                                                 ------------    ------------
                  Net cash used in operating activities              (152,348)     (1,098,080)
                                                                 ------------    ------------

Cash flows from investing activities:
     Investing cash flows used in discontinued operations            (230,230)        (11,227)
                                                                 ------------    ------------

Cash flows from financing activities:
     Issuance of common stock (Note 1)                                 50,000              --
     Financing cash flows from discontinued operations                188,934       1,423,752
                                                                 ------------    ------------
                  Net cash provided by financing activities           238,934       1,423,752
                                                                 ------------    ------------

Foreign currency translation effect - discontinued operations         (13,292)        (26,658)
                                                                 ------------    ------------

Net increase (decrease) in cash and cash equivalents                 (156,936)         20,033
Cash at beginning of period                                           207,139         103,802
                                                                 ------------    ------------

Cash at end of period                                            $     50,203    $    123,835
                                                                 ============    ============

Supplemental disclosures of cash flow information:
     Cash paid for interest by discontinued operations           $    202,566    $    272,811
     Cash paid for income taxes                                            --              --
Non-cash  financing  and  investing  activities:
    Disposal  of  net  assets  of
     discontinued operations:
         Sales price - liabilities assumed                       $ 13,485,268
         Cash sold                                                   (198,664)
         All other assets sold                                     (9,497,252)
                                                                 ------------
         Gain on sale of assets and liabilities                  $  3,789,352
                                                                 ============
</TABLE>

See notes to condensed financial statements.

                                     Page 4
<PAGE>

                              SANDSTON CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
     FOR THE THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2004 AND 2003

NOTE 1 - BASIS OF PRESENTATION

         Pursuant  to  a  recommendation  of  Nematron  Corporation's  Board  of
Directors  and approval by its  shareholders  on January 13, 2004,  on March 31,
2004  Nematron  sold  to NC  Acquisition  Corporation  ("Purchaser")  all of its
tangible and intangible assets, including its real estate, accounts,  equipment,
intellectual property,  inventory,  goodwill, and other intangibles,  except for
$30,000 in cash,  (the "Net Asset  Sale").  The  Purchaser  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.  On April 1, 2004 Nematron amended its Articles of Incorporation to
change  its  name to  Sandston  Corporation  (the  "Company")  and  implement  a
shareholder-approved  five-for-one  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.  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,  the  Company's new Chairman of the Board.  Pursuant to
its purchase of 5,248,257 post-split shares, Dorman Industries owns 62.5% of the
outstanding common stock of the Company.

         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 several industry groups. The targeted
companies are generally expected to have the following characteristics: sales
volume of between $20 million and $250 million; value added manufacturing,
distribution and business services; fragmented industries; experienced
management; and consistent historical financial performance. The Company has yet
to acquire, or enter into an agreement to acquire, any Company.

         During the period  prior to the Net Asset Sale,  the Company  owned the
following  wholly-owned   subsidiaries:   Nematron  Limited,  a  United  Kingdom
corporation,  Nematron  Canada  Inc.,  a  Canadian  corporation,  A-OK  Controls
Engineering,  Inc. ("A-OK Controls"),  a Michigan  corporation,  and Optimation,
Inc. ("Optimation"), an Alabama corporation (collectively,  "Subsidiaries"). The
assets and liabilities of the  Subsidiaries  were included in the Net Asset Sale
described above.

         The accompanying consolidated financial statements include the accounts
of Sandston  Corporation  (formerly Nematron  Corporation) and its Subsidiaries.
All significant  intercompany  transactions and balances have been eliminated in
consolidation.

         In the opinion of management,  all adjustments considered necessary for
a fair presentation of the consolidated financial statements of the discontinued
operations 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.  It is  suggested  that these
condensed  consolidated  financial  statements be read in  conjunction  with the
consolidated  financial  statements  and notes  thereto  included in  Nematron's
latest annual report on Form 10-KSB.

         The results of operations for the three- and  nine-month  periods ended
September 30, 2004 and 2003 are not indicative of the results to be expected for
the full year.  As a result of the Net Asset Sale,  commencing on April 1, 2004,
the Company had no revenue  generating  activities  and its only assets were the
$30,000 in cash it retained  and the  $50,000  cash  resulting  from the sale of
additional  common stock, but also pursuant to the Net Asset Sale, the Purchaser
assumed all of the Company's liabilities.

                                     Page 5
<PAGE>

NOTE 2 - TAXES ON INCOME

         The  Company  has  net  operating   loss   carryforwards   ("NOLs")  of
approximately  $29.4 million as of December 31, 2003 that may be applied against
the gain on sale of discontinued operations,  but which will not be available to
offset income from future operating  activities due to limitations under current
Internal Revenue Service  regulations.  As of December 31, 2003, the Company has
established  a valuation  allowance  for the total  estimated  amount of the net
deferred tax assets, including the amount attributed to the NOL.

         Income tax expense has not been recorded for the three- and  nine-month
periods  ended  September  30,  2004,  as the  Company  estimates  that  the NOL
carryforward  will be utilized to offset the net income generated by the gain on
disposal of assets, with an offsetting reduction in the valuation allowance.

NOTE 3 - STOCK BASED COMPENSATION

         The Company has stock-based  employee and director  compensation plans,
which are  described  more fully in Note 11 to the  Company's  December 31, 2003
financial statements. The Company accounts for those plans under the recognition
and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees,  and related  Interpretations.  No stock-based employee  compensation
cost is reflected in net loss,  as all options  granted under those plans had an
exercise  price  greater  than or equal to the  market  value of the  underlying
common stock on the date of grant. All outstanding  stock options were cancelled
pursuant to terms of agreements  underlying the Net Asset Sale and are no longer
outstanding as of June 30, 2004. The following  table  illustrates the effect on
net income  (loss) and income  (loss) per share if the  Company  had applied the
fair value  recognition  provisions of FASB  Statement No. 123,  Accounting  for
Stock-Based Compensation, to stock-based employee compensation.

<TABLE>
<CAPTION>
                                                                         Three Months Ended Sept. 30,
                                                                           2004               2003
                                                                       -------------    -------------
<S>                                                                    <C>              <C>
Net income (loss) as reported                                          $      (8,712)   $    (706,767)
Deduct:  Total stock-based employee compensation expense
 determined under fair value-based method for all awards, net of tax              --          (26,714)
                                                                       -------------    -------------

    Pro forma net income (loss) of discontinued operations             $      (8,712)   $    (733,481)
                                                                       =============    =============

Income (loss) per share:
    Basic and diluted, as reported                                     $        0.00    $       (0.22)
Pro Forma
    Basic and diluted                                                  $        0.00    $       (0.22)

<CAPTION>

                                                                          Nine Months Ended Sept. 30,
                                                                            2004             2003
                                                                        -------------   -------------
<S>                                                                    <C>              <C>
Net income (loss) as reported                                          $   3,133,154    $  (2,177,496)
Deduct:  Total stock-based employee compensation expense
 determined under fair value-based method for all awards, net of tax              --         (126,671)
                                                                       -------------    -------------

Pro forma net income (loss) of discontinued operations                 $   3,133,154    $  (2,304,167)
                                                                       =============    =============

Income (loss) per share:
    Basic and diluted, as reported                                     $        0.47    $       (0.69)
Pro Forma
    Basic and diluted                                                  $        0.47    $       (0.70)
</TABLE>

                                     Page 6
<PAGE>

NOTE 4 - EARNINGS PER SHARE

         The weighted average shares  outstanding used in computing basic income
(loss) per share for the three- and nine-month  periods ended September 30, 2004
and 2003 have been  adjusted to give effect to the  five-for-one  reverse  stock
split.  Pursuant to the terms of the  agreements  underlying the Net Asset Sale,
all  outstanding  dilutive  securities,  including  stock options,  warrants and
conversion  rights  under all  employee  and  director  option plans and various
warrant and note agreements, were cancelled and are no longer outstanding.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2004 COMPARED WITH THREE-MONTH PERIOD
ENDED SEPTEMBER 30, 2003

         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-QSB. As
described  therein,  substantially  all of the  Company's  assets have been sold
effective as of the close of business on March 31, 2004, and such operations are
reflected in the Condensed  Statements of Operations as losses from discontinued
operations.  The  business of Sandston  since  April 1, 2004  includes  only its
consideration of various investment  opportunities and incurring  administrative
expenses related to legal, accounting and administrative activities.  There have
been no revenue  generating  activities since April 1, 2004. The Company has had
no employees  since that date other than the Chairman  and  Principal  Financial
Officer.  Direct  administrative  expenses of the Company for the three and nine
months ended September 30, 2004 totaled $8,712 and $40,428, respectively.

         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 several  industry  groups.  The targeted
companies are generally  expected to have the following  characteristics:  sales
volume of between  $20  million and $250  million;  value  added  manufacturing,
distribution  and  business   services;   fragmented   industries;   experienced
management; and consistent historical financial performance. The Company has yet
to acquire, or enter into an agreement to acquire, any company.

         The loss from discontinued  operations for the three-month period ended
September 30, 2003 totaled $706,767.  Revenues totaled  $3,347,276 and costs and
expenses exceeded that amount by the amount of the loss. As reflected above, the
net assets and  industrial  controls  businesses  of the Company  have been sold
effective as of the close of business on March 31, 2004.

         The purchaser of the net assets and industrial  controls  businesses of
the Company  assumed all of the  Company's  liabilities  and acquired all of its
assets,  except for $30,000  cash,  as of March 31,  2004.  The net  liabilities
assumed by the  purchaser  exceeded the net assets  acquired by the purchaser by
$3,789,352,  and such amount has been  reported as gain on sale of net assets of
discontinued operations.

NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2004 COMPARED WITH NINE-MONTH PERIOD
ENDED SEPTEMBER 30, 2003

         Administrative   expenses  of   continuing   operations,   representing
administrative  activities  beginning on April 1, 2004  following  the Net Asset
Sale of March 31, 2004, are described above.

         The loss from  discontinued  operations for the nine-month period ended
September  30,  2004  totaled  $615,770,  a  reduction  of  $1,561,726  from the
$2,177,496  loss  incurred  in  the  year  earlier  period.   The  reduction  is
attributable  primarily to the  inclusion  of only three months of  discontinued
operations  in the 2004 period  (January 1, 2004 through March 31, 2004) whereas
the loss for the year earlier  period  includes nine months of operations of the
discontinued  industrial  controls  businesses.   The  reduction  in  loss  from
discontinued  operations  was also  attributable  to a  reduction  in costs  and
expenses as a percentage of revenues  from  discontinued  operations.  Costs and
expenses of discontinued  operations as a percentage of revenues  totaled 117.7%
in 2004 compared with 122.3% in 2003.  Revenues totaled  $3,478,720 for the 2004
period and $9,770,157 for the 2003 period.

                                     Page 7
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         On March 31,  2004,  the  Company  sold to NC  Acquisition  Corporation
("Purchaser")  all of its tangible and  intangible  assets,  including  its real
estate, accounts,  equipment,  intellectual property,  inventory,  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; it retained no liabilities.  On April 1, 2004, the Company
amended its Articles of Incorporation to change its name to Sandston Corporation
and implement a  shareholder  approved  five-for-one  reverse stock split of the
Company's common stock,  whereby every five issued and outstanding shares became
one share.  Also, on April 1, 2004 a total of 5,248,257  post-split  shares were
sold to Dorman  Industries for $50,000.  Dorman Industries is a Michigan limited
liability  company  wholly owned by Mr.  Daniel J.  Dorman,  the  Company's  new
Chairman  of the  Board.  Pursuant  to the  purchase  of the  shares  by  Dorman
Industries,  Dorman Industries owns 62.5% of the outstanding common stock of the
Company.

         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 several  industry  groups.  The targeted
companies are generally  expected to have the following  characteristics:  sales
volume of between  $20  million and $250  million;  value  added  manufacturing,
distribution  and  business   services;   fragmented   industries;   experienced
management; and consistent historical financial performance. The Company has yet
to acquire, or enter into an agreement to acquire, any company.

         Current  operating  expenses  of the  Company  are  being  funded  with
available  cash retained from the Net Asset Sale and from cash  generated by the
sale of additional shares of common stock to Dorman Industries.  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,  it is clear that the
initial  acquisitions  of  portfolio  businesses  will require the Company to be
infused with capital  thereby  diluting the  Company's  shareholders,  including
Dorman  Industries  to the extent  that it does not  participate  in the capital
infusion.

FORWARD LOOKING STATEMENTS

         Parts of this Form 10-QSB contain certain "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the  Securities  Exchange  Act of 1934,  as  amended.  Statements
containing  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.  We
intend  such  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.  Such  statements  are based on current
expectations and are subject to risks,  uncertainties  and changes in condition,
significance,  value  and  effect,  including  those  discussed  in the  section
entitled " Uncertainties  Relating to Forward Looking  Statements"  contained in
our Annual  Report on Form 10-KSB for the fiscal year ended  December  31, 2003.
Such risks,  uncertainties  and changes in  condition,  significance,  value and
effect could cause the Company's actual results to differ  materially from those
anticipated events. Except as may be required under federal law, we undertake no
obligation to update  publicly any  forward-looking  statements  for any reason,
even if new information becomes available or other events occur.

         Risks and uncertainties may include the following:

      o     The potential inability to identify potential investment
            opportunities;

      o     The potential inability to raise sufficient additional equity to
            acquire targeted entities, or to acquire less than 100% ownership of
            a target company or it's assets;

      o     A decline in the capital markets or changes in the capital markets
            that would cause available capital at unattractive interest rates;

      o     Delays in performing due diligence activities on targeted entities,
            if any;

      o     The potential inability to close the acquisition of targeted
            entities, if any, by reason of seller-influenced or
            seller-determined contingencies;

      o     The inability of the Company to successfully implement its strategy.

                                     Page 8
<PAGE>

ITEM 3.      CONTROLS AND PROCEDURES

         The Company maintains disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) that are designed to provide  reasonable
assurance that the information  required to be disclosed in the reports it files
with the SEC is recorded and then processed, summarized and disclosed within the
time periods  specified in the rules and forms of the SEC. Under the supervision
and with the participation of the Company's management,  including the Company's
principal executive officer and its principal financial officer, the Company has
evaluated the effectiveness of its disclosure  controls and procedures as of the
end of the  period  covered  by  this  report.  Based  on such  evaluation,  the
Company's  principal  executive officer and its principal financial officer have
concluded that these procedures are effective in all material respects.

                           PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND SMALL BUSINESS ISSUANCES/PURCHASES OF EQUITY
SECURITIES

         On April 1, 2004,  the Company sold  5,248,257  shares of the Company's
common  stock to Dorman  Industries  for  $50,000.  Mr.  Daniel J.  Dorman,  the
Company's new Chairman of the Board, is the sole owner of Dorman Industries. Mr.
Dorman and Dorman Industries are accredited  investors and purchased the shares,
which were not  registered  under the  Securities  Act of 1933,  as amended (the
"Act"),  in reliance  upon Section 4(2) of the Act. The Company  relied upon the
exemption  from  registration  based on the (a)  fact  that  there  was a single
purchaser,  (b)  purchaser's  financial  and other  information  provided to the
Company, and (c) lack of general solicitation in the offering.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

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

(b)      During the quarter ended  September  30, 2004,  and to the date of this
         report, the Company filed the following Current Report on Form 8-K:

                  Form 8-K  filed  on July 22,  2004  concerning  the  company's
                  decision  to engage  the firm of  Plante & Moran,  PLLC as its
                  independent accountants for the year ending December 31, 2004.

                                   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 12, 2004                     /s/ Daniel J. Dorman
---------------------                 -----------------------------------------
Date                                  Chairman and Principal Financial Officer


                                     Page 9
<PAGE>

                                INDEX TO EXHIBITS

Exhibit Number                   Description of Exhibit
--------------                   ----------------------

 31.1             Certification of Principal Executive Officer Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

 31.2             Certification of Principal Financial Officer Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

 32.1             Certification of Principal Executive Officer Pursuant to 18
                  U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002

 32.2             Certification of Principal Financial Officer Pursuant to 18
                  U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002


                                    Page 10
<PAGE>