**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**


**(AMENDMENT
      NO. 2)**


(Mark
      One)


**x**
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIESEXCHANGE
                ACT OF 1934For
                the fiscal year ended**December 31, 2007 or**o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIESEXCHANGE
                ACT OF 1934For
                the transition period from____________________
                to__________________Commission
                File Number:**0-21142**




**SANDSTON
      CORPORATION**


(Name
      of
      small business issuer in its charter)




**Michigan**
            **38-2483796**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**40950
                Woodward Avenue, Suite 303 Bloomfield Hills ,MI**
            **48304**(Address
                of principal executive offices)
            (ZipCode)





**(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: ****





**Title
                of Each Class**
            **Name
                of Exchange on Which Registered**Common
                stock, no par value
            None





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





Sandston
                CorporationBy:
            
            /s/
                Daniel J. Dorman
            
            Dated:
            
            September
                3, 2008Daniel
                J. Dorman, Chairman and CEOand
                Principal Financial OfficerBy:
            
            /s/
                Laurence J. De Fiore
            
            Dated:
            
            September
                3, 2008Lawrence
                J. De Fiore, DirectorBy:
            
            /s/
                Richard A. Walawender
            
            Dated:
            
            September
                3, 2008Richard
                A. Walawender, Director











INDEX
      TO
      EXHIBITS








ExhibitNumber
            
            Description
                of Exhibit31.01
            
            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).*31.02
            
            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).*32.01
            
            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.*32.02
            
            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.**
            
            Filed
                herewith.




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.