**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**




(Mark
      One)




x
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                ACT OF 1934




For
      the
      fiscal year ended **December
      31, 2006**  **or**




o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                ACT OF 1934




For
      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 304, Bloomfield Hills,
                Michigan**
            **48304**(Address
                of principal executive offices)
            (Zip
                Code)




**(248)
      723-3007**


(Issuer's
      telephone number)




Securities
      registered under Section 12(b) of the Exchange Act:




Title
                of Each Class
            Name
                of Exchange on Which RegisteredCommon
                Stock, no par value
            None





Securities
      registered under Section 12(g) of the Exchange Act: **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
      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 state-ments
      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





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,
      2007, computed by reference to the closing price of such stock on such date
      as
      quoted on the OTCBB, was approximately $565,000. 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, 2007
      was
      10,796,981.





TRANSITIONAL
      SMALL BUSINESS DISCLOSURE FORMAT o Yes x No




DOCUMENTS
      INCORPORATED BY REFERENCE: None













**PART
      I**




**Item
      1.**   **Description
      of Business.**





This
      item
      contains forward-looking statements that involve uncertainties. Actual results
      could differ materially from those in the forward looking statements due to
      a
      number of uncertainties, including, but not limited to those discussed below
      and
      in Part II, Item 6 “Management’s Discussion and Analysis or Plan of Operations -
      Uncertainties Relating to Forward Looking Statements.”




**Corporate
      History and Overview of Plans Subsequent to Date of Filing Form
      10-KSB**




Prior
      to
      April 1, 2004, Sandston Corporation was named Nematron Corporation (“Nematron”
or the “Company”), which was incorporated in Michigan in October 1983. In 1986,
      Nematron became a wholly owned subsidiary of Interface Systems, Inc.
      ("Interface"). On February 26, 1993, Nematron became an independent
      publicly-traded company as a result of a spin-off from Interface, which was
      effected by the distribution of 100% of the shares of Nematron on a pro rata
      basis to Interface's shareholders. Between the years 1995 and 2001, Nematron
      acquired six closely held software development companies. 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 Corp. ("NCAC") 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").
      NCAC
      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. Pursuant to the Net Asset Sale, and effective
      April 1, 2004 the Company has no subsidiaries. On April 1, 2004 Nematron amended
      its Articles of Incorporation to change its name to Sandston Corporation (the
      “Company”) and implemented 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. 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, who became the Company’s
      Chairman of the Board, CEO and President following such stock purchase. By
      virtue of its purchase of common stock, Dorman Industries became the owner
      of
      62.5% of the outstanding common stock of the Company, and currently is the
      beneficial owner of 48.6% of the Company’s outstanding common stock. Patricia A.
      Dorman, Dan Dorman’s wife, is the beneficial owner of an additional 5.5% of the
      Company’s outstanding common stock.




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 mutiple industry groups. The Company has yet
      to
      acquire, or enter into an agreement to acquire, any company or business
      operations.




The
      Company's principal executive offices are located at 40950 Woodward Avenue,
      Suite 304, Bloomfield Hills, Michigan 48304, and its telephone number is (248)
      723-3007.




**General
      Overview**




The
      business of the Company 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. The administrative activities of the Company are performed
      by
      the Chairman, who also serves as the CEO, President and Principal Financial
      Officer. Direct administrative expenses of the Company totaled $14,003 and
      $36,798 for the years ended December 31, 2006 and 2005,
      respectively.




The
      former business of Nematron was the design, manufacture and marketing of factory
      automation products, including computer hardware and software products. Its
      industrial computers and terminals were labeled Industrial Control
      Computers TM (“ICCs”)
      and Industrial Workstations TM (“IWSs”), which are "ruggedized" computers with built-in displays, keyboards or
      other forms of operator interface used by operators in industrial processing
      and
      in factory floor environments to monitor and control machine and cell level
      operations. Nematron’s software products were sold to industrial users for
      direct machine control, supervisory control, operator interface and data
      acquisition and transmission.




1




**Employees**




The
      Company has no employees.




**Item
      2.**   **Description
      of Properties.**




The
      Company does not own or lease any property. The Company's headquarters are
      located in space provided by Dorman Industries. Dorman Industries leases the
      space from a third party. The Company uses the office equipment and furniture
      of
      Dorman Industries to conduct its business. Dorman Industries has not charged
      the
      Company for the use of its equipment.




**Item
      3.**  **Legal
      Proceedings.**




As
      discussed in Item 1, on March 31, 2004, Nematron sold to NC Acquisition Corp.
      (“NCAC”) all of Nematron’s assets and NCAC further assumed all of Nematron’s
      liabilities existing as of that date. In addition, under the Asset Purchase
      Agreement, NCAC agreed to assume and indemnify and hold us harmless of and
      from
      any and all liabilities “of any kind, fixed or contingent, known or unknown,
      matured or unmatured, liquidated or unliquidated, secured or unsecured” arising
      prior to the date of the Asset Purchase Agreement.




According
      to the court documents filed in 2005 described below, however, on November
      6,
      2002, the Official Receiver in the bankruptcy of Nematron Europe, B.V., a Dutch
      company (the “Judgment Creditor”), obtained a default judgment in the amount of
      approximately the equivalent of $200,000, plus statutory interest, from the
      District Court (Third Single-Judge Division) in Amsterdam, The Netherlands
      against Nematron, relating to certain debts allegedly owed by Nematron to the
      Judgment Creditor dating back to 1996. None of our current officers or directors
      knew about the claim or the litigation at the time they became officers and
      directors.




On
      March
      15, 2005, Judgment Creditor instituted an action against us in Washtenaw Circuit
      Court in the state of Michigan to enter the foreign default judgment issued
      by
      the court in Amsterdam. We notified NCAC and its owners of this action and
      demanded that it comply with its obligation to pay the claim, but it has not
      yet
      done so. The Judgment Creditor later added NCAC as well its affiliate, Nemaco,
      Inc., as an additional defendant in the Michigan action.




Based
      on
      the Asset Purchase Agreement provisions described above, in addition to the
      substantive merits of the claim, our belief and position has been that we have
      no liability in this case, and we made it clear to the Judgment Creditor that
      we
      do not intend to pay any amount to settle this claim, as NCAC and its successors
      in interest and owners are responsible for the entire matter. In the fourth
      quarter of 2006, in accordance with our position, the Company and the Judgment
      Creditor entered into an Assignment of Claims and Indemnity Agreement and
      Covenant Not to Enforce Judgment (“Agreement”). Pursuant to the Agreement, the
      Company assigned to the Judgment Creditor all of its rights and claims that
      the
      Company may have against NCAC and its affiliates, in return for which the
      Judgment Creditor agreed not to enforce or otherwise seek to pursue the foreign
      judgment against the Company.




The
      Agreement was approved by the District Court in The Netherlands and signed
      by
      both the Company and the Judgment Creditor on October 10, 2006. We believe
      the
      Agreement releases the Company from this proceeding and that we will have no
      further involvement in the proceedings.




**Item
      4.**  **Submission
      of Matters to a Vote of Security Holders.**




None.




2




**PART
      II**





**Item
      5.**  **Market
      for Common Equity and Related Stockholder Matters**




The
      Company’s Common Stock has been listed on the OTC Bulletin Board (the “OTCBB”)
      under the symbol SDON since April 1, 2004. The following table sets forth the
      high and low bid prices as reported on the OTCBB for all periods presented.
      The
      quotations reflect inter-dealer prices, without retail markup, markdown or
      commissions and may not represent actual transactions.





2006
            
            High
            
            LowFirst
                Quarter
            
            $
            0.08
            
            $
            0.04Second
                Quarter
            
            
            0.06
            
            
            0.04Third
                Quarter
            
            
            0.05
            
            
            0.04Fourth
                Quarter
            
            
            0.20
            
            
            0.042005
            
            
            High
            
            
            LowFirst
                Quarter
            
            $
            0.14
            
            $
            0.11Second
                Quarter
            
            
            0.14
            
            
            0.10Third
                Quarter
            
            
            0.14
            
            
            0.05Fourth
                Quarter
            
            
            0.06
            
            
            0.04




There
      are
      approximately 200 holders of record of the Company's Common Stock as of March
      5,
      2007.




The
      Company has never paid cash dividends and does not expect to pay cash dividends
      in the foreseeable future.




*Recent
      Sales of Unregistered Securities; Uses of Proceeds from Registered
      Securities:*




On
      December 21, 2006, the Company entered into subscription agreements with a
      number of accredited investors pursuant to which the Company sold 2,400,000
      shares of its Common Stock (the “New Shares”), for a price of $0.05 per share in
      a private placement, at a total offering price for the New Shares issued of
      $120,000 in cash, with no underwriting discounts or commissions payable. The
      New
      Shares were sold in reliance on exemptions from registration under Section
      4(2)
      of the Securities Act of 1933, as amended, and Rule 506 of Regulation D
      promulgated thereunder, based on the following: there was no general
      solicitation; all investors are “accredited investors” (within the meaning of
      Regulation D) who are sophisticated about business and financial matters; and
      all the New Shares issued are subject to restriction on transfer.




The
      Company intends to use the proceeds from the unregistered securities for general
      corporate purposes and to sustain its current level of operations until such
      time as it identifies target companies or business operations, as described
      in
      Item 1 of this Form 10-KSB. At such time, and if a target company or business
      operations are identified, the Company will use all or a portion of the
      remaining proceeds for costs and expenses to be incurred in the due diligence
      process and for other acquisition activities relating to the target company
      or
      business operations.




*Purchases
      of Equity Securities by the Issuer:*




None


3




**Item
      6.**  **Management’s
      Discussion and Analysis or Plan of Operations.**




The
      following discussion and analysis contains a number of "forward looking
      statements" about the Net Asset Sale and the Company within the meaning of
      the
      Section 21E of the Securities Exchange Act of 1934, as amended, with respect
      to
      expectations for future periods which are subject to various uncertainties
      explained herein and in "Management's Discussion and Analysis or Plan of
      Operation - Uncertainties Relating to Forward Looking Statements."




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 "Risk
      Factors" contained herein. 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.




**Overview**




Following
      the Net Asset Sale on March 31, 2004, the Company became a public shell with
      no
      revenue generating activities. The Company intends to build long-term
      shareholder value by acquiring and/or investing in and operating strategically
      positioned entities and business operations. The Company expects to target
      entities and business operations in multiple industry groups. The Company has
      yet to acquire, or enter into an agreement to acquire, any entity or business
      operations.




**Results
      of Operations:**




**Year
      Ended December 31, 2006 Compared to Year Ended December 31,
      2005**




The
      business of the Company in 2006 includes only its consideration of various
      investment opportunities and incurring administrative expenses related to legal,
      accounting and administrative activities. There were no revenue generating
      activities. The Company has had no employees since April 1, 2004. The
      administrative activities of the Company are performed by the Chairman, who
      also
      serves as the CEO, President and Principal Financial Officer. Direct
      administrative expenses of the Company for the year ended December 31, 2006
      totaled $14,003, a decrease of $22,795, or 61.9%, compared to $36,798 incurred
      for the year ended December 31, 2005. The decrease is due primarily to fewer
      administrative services required in 2006 compared to 2005, and also is due
      to a
      reversal of estimated expenses accrued at the end of 2005.




**Year
      Ended December 31, 2005 Compared to Year Ended December 31,
      2004**




The
      business of the Company since April 1, 2004 through December 31, 2005 included
      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. The administrative
      activities of the Company were performed by the Chairman, who also serves as
      the
      CEO, President and Principal Financial Officer. Direct administrative expenses
      of the Company for the year ended December 31, 2005 totaled $36,798, a decrease
      of $12,788, or 25.8%, compared to $49,586 incurred in the nine-month period
      ended December 31, 2004. The decrease is due primarily to fewer administrative
      services required in the current period compared to the year earlier
      period.


4




**Liquidity
      and Capital Resources**




Primary
      sources of liquidity since the Company became a “public shell” 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
      December 31, 2006, cash totals $98,459. Based on such balance and management’s
      forecast of activity levels during the period that it may remain a “pubic shell”
corporation, 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.




**Uncertainties
      Relating to Forward Looking Statements**




"Item
      6.
      Management's Discussion and Analysis or Plan of Operation" and other parts
      of
      this Form 10-KSB contain certain "forward-looking statements" within the meaning
      of the Securities Act of 1934, as amended. While 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 or Plan of
                Operations” and in “Description of Business”
                above;




·
            The
                potential inability of the Company to locate potential businesses
                and to
                negotiate the closing of identified businesses so that 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
      7.**  **Financial
      Statements.**




The
      financial statements filed herewith are set forth in the Index to Consolidated
      Financial Statements (on page F-1) of the separate financial section which
      follows this report, and are incorporated herein by reference.




**Item
      8.**  **Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosures.**




The
      Company’s independent accountants, Plante & Moran PLLC, have
      been
      engaged since July 16, 2004. Since that date, there have been no disagreements
      with the firm on any matter of accounting principles or practices, financial
      statement disclosure or auditing scope or procedure.


5




**Item
      8A.**  **Controls
      and Procedures.**




(a)
      Evaluation of disclosure controls and procedures.




Our
      management, with the participation of our principal executive officer and
      principal financial officer, has evaluated the effectiveness of the design
      and
      operation of our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended)
      as of the end of the period covered by this annual report. Based on this
      evaluation, our principal executive officer and principal financial officer
      concluded that these disclosure controls and procedures are effective and
      designed to ensure that the information required to be disclosed in our reports
      filed or submitted under the Securities Exchange Act of 1934 is recorded,
      processed, summarized and reported within the requisite time
      periods.




(b)
      Changes in internal controls.




There
      was
      no change 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)
      identified in connection with the evaluation of our internal control performed
      during our fourth quarter that has materially affected, or is reasonably likely
      to materially affect, our internal control over financial reporting.




**Item
      8B.**  **Other
      Information.**




None.




**PART
      III**





**Item
                  9.**
                **Directors,
                    Executive Officers, Promoters and Control Persons; Compliance
                    With Section
                    16(a) of the Exchange
                    Act.**




*Directors
      of the Company*




Certain
      information relating to the persons who are the directors of the Company is
      set
      forth below.





Name
            
            Age
            
            Principal
                Occupation
            
            DirectorSince
            
            TermExpiresDaniel
                J. Dorman
            
            44
            
            President
                of Dorman Industries, LLC, a company that beneficially owns 48.6%
                of the
                outstanding Common Stock of the Company (1)
            
            2004
            
            2007Lawrence
                J. De Fiore
            
            46
            
            CPA
                and shareholder and officer of DeFiore Spalding, P.C., a public accounting
                firm
            
            2004
            
            2007Richard
                A. Walawender
            
            46
            
            Senior
                Principal at the law firm Miller, Canfield, Paddock and Stone, PLC.
            
            2006
            
            2007




(1)
      This
      percentage does not include 5.5% of the Company’s outstanding Common Stock owned
      beneficially by Patricia A. Dorman, his wife.




Daniel
      J.
      Dorman was appointed to the Board of Directors in April 2004 upon the purchase
      by Dorman Industries, LLC of 62.5% of the outstanding common stock of the
      Company. Mr. Dorman is the founder of Dorman Industries, LLC, which he founded
      in 2004 to hold interests in several operating companies, and he has served
      as
      its President since its inception. Daniel J. Dorman has been the president
      of
      D.J. Dorman & Co., Inc. and its predecessor since 1989. D.J. Dorman &
Co., Inc. originates, structures, acquires and manages investments in private
      equity and buy-out opportunities on behalf of several entities. Mr. Dorman
      is
      also a director of several other private entities. On February 20, 2007, Mr.
      Dorman was also appointed a director of Pipex Pharmaceuticals, Inc., a publicly
      traded pharmaceutical company.




6




Lawrence
      J. De Fiore was appointed to the Board of Directors in April 2004 upon the
      purchase by Dorman Industries, LLC of 62.5% of the outstanding Common Stock
      of
      the Company. Mr. De Fiore has been a CPA for over 20 years and is currently
      a
      shareholder and officer of the CPA firm of De Fiore Spalding, P.C. In addition,
      Mr. De Fiore is a managing member of Spalding Capital, LLC, a merchant banking
      firm, and serves on the boards of certain private equity funds and growth
      oriented operating enterprises. Mr. De Fiore has been active in over
      seventy-five transactions involving acquisitions and private investment as
      a
      principal and as a senior advisor to various Midwest based institutions and
      private families. Mr. De Fiore has extensive investment experience in financial
      due diligence, business valuation, ongoing portfolio management and strategic
      alliances. Mr. De Fiore graduated with honors from the Business School at
      Michigan State University and is licensed as a CPA in the State of
      Michigan.




Richard
      A. Walawender has been a director since December 2006. Mr. Walawender is a
      Senior Principal at the law firm Miller, Canfield, Paddock and Stone, PLC,
      and
      has been a lawyer at the firm for over 20 years. He is a former Managing
      Director of the firm and currently heads the firm’s Corporate & Securities
      Group. Mr. Walawender has extensive experience in corporate, securities and
      financing matters, including international ventures. He graduated with highest
      distinction with a B.A. from the University of Michigan and with a J.D. from
      the
      University of Michigan Law School. Mr. Walawender is licensed to practice law
      in
      the state of Michigan. He and the firm of Miller, Canfield, Paddock and Stone,
      PLC provide legal services to the Company.




The
      Company has one executive officer that serves in his positions at the pleasure
      of the Board of Directors. Mr. Daniel J. Dorman is the President, Chief
      Executive Officer and Principal Financial Officer.




*Compliance
      with Section 16(a) of the Securities Exchange Act of 1934*




Section
      16(a) of the Securities Act of 1934 requires all Company executive officers
      and
      directors and persons who own more than ten percent of a registered class of
      the
      Company's equity securities to file reports of their ownership with the
      Securities and Exchange Commission. Executive officers, directors and greater
      than ten percent shareholders are required by SEC regulation to furnish the
      Company with copies of all Section 16(a) reports they file. Specific due dates
      for these reports have been established and the Company is required to report
      any delinquent filings and failures to file such reports.




Based
      solely on its review of the copies of such reports received by it and written
      representations of its executive officers and incumbent directors, the Company
      believes that during the year ended December 31, 2006, all filing requirements
      under Section 16(a) applicable to its executive officers, directors and greater
      than ten percent beneficial owners were complied with.




Because
      the Company does not currently have any material business operations, the
      Company does not have a separate audit committee, and it does not have an audit
      committee financial expert. Instead, the entire Board of Directors functions
      as
      the audit committee, and it engaged the independent auditors. At such time
      as
      when the Company acquires a business or develops material business operations,
      it will form an audit committee and appoint an independent audit committee
      financial expert.




The
      Sarbanes-Oxley Act and related rules adopted by the SEC require publicly traded
      companies to disclose whether they have adopted a code of ethics that applies
      to
      a company's principal executive officer, principal financial officer and
      principal accounting officer or controller, or person's performing similar
      functions. The rules also define what constitutes a code of ethics. Because
      the
      Company does not currently have any material business operations, the Company
      has not yet adopted a code of ethics that meets the SEC's rules.




7




**Item
      10.**  **Executive
      Compensation.**




*Summary*




The
      following table sets forth information for the periods indicated concerning
      the
      aggregate compensation paid by the Company and its subsidiaries to the Company’s
      Executive Officer (the “Named Executive”).




Name
                and Principal
            
            
            
            Annual
                Compensation
            
            Long
                Term CompensationAwards
            
            All
                Other CompensationOccupation
            
            Year
            
            Salary
                ($)
            
            Bonus
                ($)
            
            Options
                (#)
            
            ($)Daniel
                J. Dorman,
            
            
            2006
            
            $
            -0-
            
            $
            -0-
            
            
            -0-
            
            $
            -0-President
                and Chief
            
            
            2005
            
            $
            -0-
            
            $
            -0-
            
            
            -0-
            
            $
            -0-Executive
                Officer
            
            
            2004
            
            $
            -0-
            
            $
            -0-
            
            
            -0-
            
            $
            -0-




**SUMMARY
      COMPENSATION TABLE**




*Options*




The
      following table sets forth information concerning options granted to the Named
      Executive in the year ended December 31, 2006.




**OPTION
      GRANTS IN LAST FISCAL YEAR**







Individual
                GrantsName
            
            Number
                of Securities UnderlyingOptions
                Granted
            
            Percent
                of Total Options Granted To Employees InFiscal
                Year
            
            Exercise
                or
              Base
                Price
              ($/Share)
            
            Expiration
              DateDaniel
                J. Dorman
            
            
            -0-
            
            
            -0-
            %
            
            —
            
            
            —





The
      Named
      Executive did not exercise any options in the year ended December 31, 2006.
      The
      following table provides information with respect to unexercised options held
      by
      the Named Executive as of December 31, 2006.





**AGGREGATED
      OPTION EXERCISES IN LAST FISCAL YEAR AND**


**YEAR-END
      OPTION VALUES**





Number
                of Securities UnderlyingUnexercised
                Options at Year-End(Number)
            
            Value
                of Unexercised In-the-Money Options at Year End(Dollars)
                (1)Name
            
            Exercisable
                (1)
            
            Unexercisable
            
            Exercisable
            
            UnexercisableDaniel
                J. Dorman
            
            
            -0-
            
            
            -0-
            
            $
            -0-
            
            $
            -0-




(1)
            Value
                of unexercised in-the-money options is determined by multiplying
                the
                number of shares subject to the option by the difference between
                the
                closing price of the Common Stock on the OTCBB at the end of 2006
                and the
                option exercise price.


8




*Employment
      Contract*




The
      Named
      Executive does not have an employment agreement with the Company.




*Compensation
      of Directors*




Each
      director who is not an officer or employee of the Company is eligible to receive
      for his services a fee of $1,000 per meeting attended and $500 for each
      committee meeting attended. Committee chairs receive an additional $250 for
      each
      committee meeting. The directors waived the director fees for meetings held
      during quarterly periods during which the Company reported a loss from
      operations, which were all quarters of the last two years. Directors who are
      officers or employees of the Company receive no additional compensation for
      their service as a director, although they are eligible to be reimbursed for
      their reasonable travel expenses when meetings are held in a location other
      than
      the metropolitan area in which they reside.




*Long-Term
      Incentive Plan*




The
      Company's Long-Term Incentive Plan (the “Incentive Plan"), adopted in April
      1999, provides for the granting of awards to purchase a total of 250,000 shares
      of common stock to key employees and others. Awards may be made by the
      Compensation Committee of the Board of Directors in the form of incentive stock
      options, non-qualified stock options, restricted stock or performance shares,
      provided that the Committee may not grant options to any salaried employee
      during any three-year period to purchase more than 100,000 shares.




The
      exercise price for each option granted under the Incentive Plan cannot be less
      than the fair market value of the common stock on the date of the grant. The
      Incentive Plan’s Committee has latitude in setting the vesting and exercise
      periods, but generally the options vest over a three-year period and had a
      ten-year term.




The
      Incentive Plan authorizes the Committee to grant restricted stock awards
      pursuant to which shares of Common Stock will be awarded, subject to
      restrictions on transfer that lapse over a period of time or upon achievement
      of
      performance goals, as determined by the Committee. Participants who receive
      restricted stock grants are entitled to dividend and voting rights on the
      awarded shares prior to the lapse of restrictions on such awards.




The
      Committee is also authorized to grant performance share awards under the
      Incentive Plan that are payable at the discretion of the Committee in cash,
      shares of Common Stock, or a combination of each, upon achievement of
      performance goals established by the Committee. The Committee will determine
      the
      terms and conditions of restricted stock and performance share awards, including
      the acceleration or lapse of any restrictions or conditions of such awards.
      Outstanding options under the Incentive Plan were cancelled as of March 31,
      2004, and there are no outstanding options as of December 31, 2006 or
      2005.




**Item
      11.**  **Security
      Ownership of Certain Beneficial Owners and Management.**




The
      following table sets forth information as of December 31, 2006 with respect
      to
      the beneficial ownership of Common Stock by current directors, each executive
      officer named in the Summary Compensation Table under “Executive Compensation”,
      all current directors and executive officers as a group and all other persons
      known by the Company to beneficially own more than 5% of its outstanding common
      stock (each, a “5% Owner”). Except as noted below, each shareholder exercises
      sole voting and investment power with respect to the shares beneficially
      owned.




The
      share
      information included in the following table has been adjusted for the
      five-for-one reverse stock split approved by the shareholders at the Annual
      Meeting of Shareholders held on January 13, 2004.


9




Name
            
            Number
                of SharesBeneficially
                Owned
            
            Percent
                of Class (4)Directors
                and Management:Daniel
                J. Dorman (1)
            
            
            5,248,257
            
            
            48.61
            %Lawrence
                J. De Fiore (2)
            
            
            400,000
            
            
            3.70
            %Richard
                A. Walawender (3)
            
            
            200,000
            
            
            1.85
            %All
                directors and executive officers as group (3 persons)
            
            
            6,448,257
            
            
            59.72
            %5%
                Owners:Daniel
                J. Dorman (1)
            
            
            5,248,257
            
            
            48.61
            %Patricia
                A. Dorman
            
            
            600,000
            
            
            5.56
            %




(1)
            The
                number of shares shown in the table for Mr. Dorman represent 5,248,257
                shares purchased on April 1, 2004 by Dorman Industries, LLC, an entity
                owned by Mr. Dorman, but does not include 600,000 shares purchased
                in
                December 2006 by Patricia A. Dorman, Mr. Dorman’s wife. Mr. Dorman
                disclaims beneficial ownership of any and all shares of the Company’s
                common stock beneficially owned by his
                wife.




(2)
            The
                shares shown in the table for Mr. DeFiore represent those shares
                purchased
                in December 2006 by the Lawrence J. DeFiore Living
                Trust.




(3)
            The
                shares shown in the table for Mr. Walawender represent those shares
                purchased in December 2006 by Walawender Holdings,
                LLC.




(4)
            The
                number of shares and percentages were determined as of December 31,
                2006.
                At that date 10,796,981 shares of stock were outstanding. There were
                no
                outstanding common stock equivalents at that date or subsequent thereto
                to
                the date of this filing.




**Item
      12.**  **Certain
      Relationships and Related Transactions.**




Mr.
      Walawender is a Senior Principal at the law firm Miller, Canfield, Paddock
      and
      Stone, PLC. In 2006. Miller, Canfield, Paddock and Stone, PLC provided legal
      services to the Company for which their fees aggregated $3,000.




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




(a)
            The
                exhibits filed herewith are set forth in the Index to Exhibits (on
                the
                first page of the separate exhibit section, which follows the financial
                section of this report) and are incorporated herein by reference.




(b)
            The
                Company filed a current report on Form 8-K on December 20,2006. The
                Company reported the following:




(1)
            On
                December 21, 2006, the Corporation entered into subscription agreements
                with a number of accredited investors pursuant to which the Corporation
                sold 2,400,000 shares of its Common Stock (the “New Shares”), for a price
                of $0.05 per share in a private placement, at a total offering price
                for
                the New Shares issued of $120,000 in cash, with no underwriting discounts
                or commissions payable. The New Shares were sold in reliance on exemptions
                from registration under Section 4(2) of the Securities Act of 1933,
                as
                amended, and Rule 506 of Regulation D promulgated thereunder, based
                on the
                following: there was no general solicitation; all investors are
                “accredited investors” (within the meaning of Regulation D) who are
                sophisticated about business and financial matters; and all shares
                issued
                are subject to restriction on
                transfer.




10




(2)
            On
                December 20, 2006, the Company appointed Richard A. Walawender as
                a new
                director of the Corporation. Mr. Walawender is a senior principal
                of
                Miller, Canfield, Paddock and Stone, P.L.C. Miller, Canfield provides
                us
                with legal services and has done so for several years. At present,
                Mr. Walawender does not serve on any committees of the board of directors
                and is not expected to be selected to serve on any committees. In
                addition
                to being a director, Mr. Walawender has been appointed as Secretary
                of the
                Company.




**Item
      14.**  **Principal
      Accountant Fees and Services.**




The
      Company’s independent accountants, Plante & Moran PLLC, were engaged on
      July
      16, 2004. Fees paid to the Plante & Moran PLLC during 2006 and 2005 are as
      follows:




2006
            
            2005Audit
                Fees
            
            $
            11,725
            
            $
            15,295Audit
                Related Fees
            
            
            -0-
            
            
            -0-Tax
                Fees
            
            
            500
            
            
            4,500All
                Other Fees
            
            
            -0-
            
            
            -0-




*Audit
      Fees* .
      This
      category includes the fees for the audit of our consolidated financial
      statements and the quarterly reviews of interim financial statements (the
“reviews”). This category also includes advice on audit and accounting matters
      that arose during or as a result of the audit or the reviews and for services
      in
      connection with Securities and Exchange Commission filings.




*Audit
      Related Fees* .
      There
      were no audit related fees paid.




*Tax
      Fees* .
      This
      category includes fees to prepare the Company’s federal and state income tax
      returns for the year ended December 31, 2004.




*All
      Other Fees* .
      There
      were no other fees paid.




Effective
      May 6, 2003, the Securities and Exchange Commission adopted rules that require
      that before independent auditors are engaged by the Company or its subsidiaries
      to render any auditing or permitted non-audit related service, the engagement
      be
      approved by the Company's audit committee, or the Company’s Board of Directors
      or entered into pursuant to pre-approval policies and procedures established
      by
      the audit committee or the board of directors, provided the policies and
      procedures are detailed as to the particular service, the audit committee is
      informed of each service, and such policies and procedures do not include
      delegation of the audit committee's responsibilities to management.




The
      Board
      of Directors requires advance approval of all audit, audit-related, tax and
      other services performed by the independent auditor. Unless the specific service
      has been previously pre-approved with respect to that year, the audit committee
      must approve the permitted service before the independent auditor is engaged
      to
      perform it. The Board of Directors has delegated to the chairman authority
      to
      approve permitted services provided that the chairman reports any decisions
      to
      the Board of Directors at its next scheduled meeting.




Following
      the Net Asset Sale on March 31, 2004, the Board of Directors of the Company
      has
      fulfilled the functions of the audit committee. The newly constituted Board
      of
      Directors engaged the firm of Plante & Moran LLC on July 16, 2004 to perform
      quarterly reviews beginning with the quarter ended June 30, 2004 and the annual
      audits beginning with the year ended December 31, 2004. It also engaged the
      firm
      of Plante & Moran LLC in 2005 to prepare the Company’s federal and state
      income tax returns for the year ended December 31, 2004.




11




**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
      Corporation




By:
            /s/
                Daniel J. Dorman
            
            Dated:
                March 5, 2007Daniel
                J. Dorman, Chairman and CEOand
                Principal Financial OfficerBy:
            /s/
                Laurence J. De Fiore
            
            Dated:
                March 5, 2007Lawrence
                J. De Fiore, DirectorBy:
            /s/
                Richard A. Walawender
            
            Dated:
                March 5, 2007Richard
                A. Walawender, Director




12


INDEX
      TO
      EXHIBITS





Exhibit
              Number
            
            Description
                of Exhibit3.01
            
            Amended
                and Restated Articles of Incorporation, as amended, filed as Exhibit
                3.1
                to the Registrant's Form 10-QSB for the quarterly period ended September
                30, 1999 and incorporated herein by reference.3.01
            
            Amended
                and Restated Bylaws, as amended, filed as Exhibit 3.02 to the Registrant's
                Form 10-KSB for the quarterly period ended September 30, 1999 and
                incorporated herein by reference.10.01
            
            Nematron
                Corporation Long-Term Incentive Plan, filed as Exhibit 10.03 to the
                Registrant's Form 10-QSB for the quarterly period ended March 31,
                1999 and
                incorporated herein by reference.23.01
            
            Consent
                of Plante & Moran**31.01
            
            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.




Management
      contracts and compensatory plans or arrangements:




The
      management contracts and compensatory plans or arrangements required to be
      filed
      as exhibits and included in such list of exhibits are as follows:




10.01
            
            Nematron
                Corporation Long-Term Incentive Plan, filed as Exhibit 10.03 to the
                Registrant's Form 10-QSB for the quarterly period ended March 31,
                1999 and
                incorporated herein by reference.




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.





13




**Consolidated
      Financial Statements**


**and
      Report of**


**Independent
      Registered Accounting Firm**





**Sandston
      Corporation**





**December
      31, 2006 and 2005**










SANDSTON
      CORPORATION





*Table
      of Contents*


PageReport
                of Independent Registered Accounting Firm
            
            F-2Balance
                Sheets as of December 31, 2006 and 2005
            
            F-3Consolidated
                Statements of Operations for the years endedDecember
                31, 2006 and 2005
            
            F-4Consolidated
                Statement of Stockholders' Equity for the years endedDecember
                31, 2006 and 2005
            
            F-5Consolidated
                Statements of Cash Flows for the years endedDecember
                31, 2006 and 2005
            
            F-6Notes
                to Financial Statements
            
            F-7
                to F-9




F-1




REPORT
      OF INDEPENDENT REGISTERED ACCOUNTING FIRM





The
      Board
      of Directors




Sandston
      Corporation:




We
      have
      audited the accompanying balance sheets of Sandston Corporation as of December
      31, 2006 and 2005, and the related statements of operations, stockholders'
      equity, and cash flows for the years then ended. These consolidated financial
      statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Sandston Corporation as of December
      31, 2006 and 2005, and the results of its operations and its cash flows for
      the
      years then ended in conformity with accounting principles generally accepted
      in
      the United States of America.








/s/
      Plante & Moran, PLLC





February
      26, 2007


Auburn
      Hills, Michigan




F-2


**Sandston
      Corporation**


**Balance
      Sheets**


**December
      31, 2006 and 2005**





December
                31,2006
            
            2005**Assets**Current
                assets:Cash
            
            $
            98,459
            
            $
            10,654Deposit
            
            
            1,800
            
            
            -Total
                assets
            
            $
            100,259
            
            $
            10,654**Liabilities
                and Stockholders' Equity**Current
                liabilities:Accounts
                payable
            
            $
            646
            
            $
            14,038Accrued
                liabilities
            
            
            -
            
            
            3,000Total
                current liabilities
            
            
            646
            
            
            17,038Stockholders'
                equity:Common
                stock, no par value; 30,000,000 shares authorized; 10,796,981 shares
                outstanding at December 31, 2006 and 8,396,981 shares outstanding
                at
                December 31, 2005
            
            
            33,799,784
            
            
            33,679,784Accumulated
                deficit
            
            
            (33,700,171
            )
            
            (33,686,168
            )Total
                stockholders' equity (deficit)
            
            
            99,613
            
            
            (6,384
            )Total
                liabilities and stockholders' equity
            
            $
            100,259
            
            $
            10,654




See
      accompanying notes to financial statements.


F-3


**Sandston
      Corporation**


**Consolidated
      Statements of Operations**


**For
      the Years Ended December 31, 2006 and 2005**





Year
                Ended December 31,2006
            
            2005Net
                revenues
            
            $
            -
            
            $
            -General
                and administrative expenses
            
            
            14,003
            
            
            36,798Operating
                loss from continuing operations
            
            
            (14,003
            )
            
            (36,798
            )Income
                taxes
            
            
            -
            
            
            -Net
                loss
            
            $
            (14,003
            )
            $
            (36,798
            )Loss
                per share - basic and diluted (Note 2):
            
            $
            nil
            
            $
            (0.01
            )Weighted
                average shares - basic and diluted (Note 2):
            
            
            8,462,734
            
            
            8,396,981




See
      accompanying notes to financial statements.


F-4


**Sandston
      Corporation**


**Consolidated
      Statements of Stockholders' Equity**


**For
      the Years Ended December 31, 2006 and 2005**




Common
                Stock
            
            AccumulatedShares
            
            Amount
            
            Deficit
            
            TotalBalance,
                January 1, 2005
            
            
            8,396,981
            
            $
            33,679,784
            
            $
            (33,649,370
            )
            $
            30,414Net
                loss for the year ended December 31, 2005
            
            
            
            
            
            
            
            
            (36,798
            )
            
            (36,798
            )Balance,
                December 31, 2005
            
            
            8,396,981
            
            
            33,679,784
            
            
            (33,686,168
            )
            
            (6,384
            )Issuance
                of common stock
            
            
            2,400,000
            
            
            120,000
            
            
            
            
            
            120,000Net
                loss for the year ended December 31, 2006
            
            
            
            
            
            
            
            
            (14,003
            )
            
            (14,003
            )Balance,
                December 31, 2006
            
            
            10,796,981
            
            $
            33,799,784
            
            $
            (33,700,171
            )
            $
            99,613




See
      accompanying notes to financial statements.


F-5


**Sandston
      Corporation and Subsidiaries**


**Consolidated
      Statements of Cash Flows**


**For
      the Years Ended December 31, 2006 and 2005**





**Year
                Ended December 31,****2006**
            
            **2005**Cash
                flows from operating activities:Net
                loss
            
            $
            (14,003
            )
            $
            (36,798
            )Adjustments
                to reconcile net loss to net cash flowsused
                in operating activities:Change
                in current assets and liabilities that provided cash:Deposits
            
            
            (1,800
            )
            
            -Accounts
                payable
            
            
            (13,392
            )
            
            4,166Accrued
                liabilities
            
            
            (3,000
            )
            
            1,000Net
                cash used in operating activities
            
            
            (32,195
            )
            
            (31,632
            )Cash
                flows from financing activities:Loan
                from majority shareholder
            
            
            15,000
            
            
            -Issuance
                of common stock
            
            
            105,000
            
            
            -Net
                cash provided by financing activites
            
            
            120,000
            
            
            -Net
                increase (decrease) in cash and cash equivalents
            
            
            87,805
            
            
            (31,632
            )Cash
                at beginning of year
            
            
            10,654
            
            
            42,286Cash
                at end of year
            
            $
            98,459
            
            $
            10,654Supplemental
                Disclosures of Non-Cash FinancingAnd
                Investing Activities:Common
                stock issued in satisfaction of loan from majority
                shareholder
            
            $
            15,000
            
            $
            -Supplemental
                Disclosures of Cash Flow Information:Cash
                  paid for interest
            
            $
            -
            
            $
            -Cash
                paid for income taxes
            
            
            -
            
            
            -




See
      accompanying notes to financial statements.





F-6


**Sandston
      Corporation**


**Notes
      to Financial Statements**


**December
      31, 2006 and 2005**


**(1)**  **Basis
      of Presentation and Business**





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 new 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 54.17% 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.




During
      the period prior to the Net Asset Sale, the Company’s businesses included 1) the
      design, manufacture, and marketing of environmentally ruggedized computers
      and
      computer displays known as industrial workstations; 2) the design, development
      and marketing of software for worldwide use in factory automation and control
      and in test and measurement environments; and 3) providing application
      engineering support to customers of its own and third parties’ products. These
      businesses were sold on March 31, 2004 to the Purchaser, and such businesses
      are
      referred to in the financial statements as “discontinued
      operations.”




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.




**(2)**  **Summary
      of Accounting Principles**




*Income
      Taxes*




Income
      taxes are accounted for under the asset-and-liability method. Deferred income
      tax assets and liabilities are computed annually for differences between the
      financial statement and tax bases of assets and liabilities that will result
      in
      taxable or deductible amounts in the future. Such deferred income tax asset
      and
      liability computations are based on enacted tax laws and rates. A valuation
      allowance is established when necessary to reduce deferred income tax assets
      to
      the amount expected to be realized.


F-7


**Sandston
        Corporation**
 **Notes
        to Financial Statements**
 **December
        31, 2006 and 2005**


*Stock
      Option Plans*




The
      Company's Long-Term Incentive Plan (the “Incentive Plan"), adopted in April
      1999, provides for the granting of awards to purchase a total of 250,000 shares
      of common stock to key employees and others. No options were granted in 2006
      or
      2005.




*Loss
      Per Share*




Loss
      per
      share is calculated using the weighted average number of common shares
      outstanding during the years presented. The weighted average shares outstanding
      used in computing loss per share was 8,462,734 in 2006 and 8,396,981 in 2005.
      There are no outstanding dilutive stock options and warrants. All outstanding
      stock options and warrants were cancelled effective with the Net Asset
      Sale.




**(4)**  **Taxes
      on Income**




Income
      tax expense is $-0- for both 2006 and 2005, including $-0- in current taxes
      and
      $-0- in deferred taxes for both 2006 and 2005.




A
      reconciliation of income tax expense recognized to income taxes at statutory
      rates is as follows:





Year
                Ended December 31,2006
            
            2005Income
                tax at statutory rates
            
            
            (34.0
            )%
            
            (34.0
            )%Change
                in valuation allowance
            
            
            34.0
            %
            
            34.0
            %Total
                income tax expense rate
            
            
            0.0
            %
            
            0.0
            %




At
      December 31, 2006, the Company has net operating loss carryforwards of
      approximately $125,000 that can be used to offset future taxable income,
      resulting in gross deferred tax assets of approximately $43,000. These loss
      carryforwards expire in varying amounts through 2026. Realization of these
      carryforwards is subject to annual limitations under current IRS regulations
      pursuant to change in control provisions and is dependent on the existence
      of
      future taxable income. At December 31, 2006 and 2005, a valuation allowance
      has
      been recognized for the entire amount of the Company's net deferred tax assets.
      The valuation allowance increased by $8,000 at December 31, 2006 to $43,000
      from
      $35,000 at December 31, 2005.




**(5)**  **Employee
      Benefit Plan**




All
      option and share amounts reflected in the following disclosures have been
      adjusted for the one-for-five reverse stock split on April 1, 2004.




*Long-Term
      Incentive Plan*




The
      Company's Long-Term Incentive Plan (the “Incentive Plan"), adopted in April
      1999, provides for the granting of awards to purchase a total of 250,000 shares
      of common stock to key employees and others. Awards may be made by the
      Compensation Committee of the Board of Directors in the form of incentive stock
      options, non-qualified stock options, restricted stock or performance shares,
      provided that the Committee may not grant options to any salaried employee
      during any three-year period to purchase more than 100,000 shares.




The
      exercise price for each option granted under the Incentive Plan cannot be less
      than the fair market value of the common stock on the date of the grant. The
      Incentive Plan’s Committee has latitude in setting the vesting and exercise
      periods, but generally the options vest over a three-year period and had a
      ten-year term.




F-8


**Sandston
        Corporation**
 **Notes
        to Financial Statements**
 **December
        31, 2006 and 2005**




The
      Incentive Plan authorizes the Committee to grant restricted stock awards
      pursuant to which shares of Common Stock will be awarded, subject to
      restrictions on transfer that lapse over a period of time or upon achievement
      of
      performance goals, as determined by the Committee. Participants who receive
      restricted stock grants are entitled to dividend and voting rights on the
      awarded shares prior to the lapse of restrictions on such awards.




The
      Committee is also authorized to grant performance share awards under the
      Incentive Plan that are payable at the discretion of the Committee in cash,
      shares of Common Stock, or a combination of each, upon achievement of
      performance goals established by the Committee. The Committee will determine
      the
      terms and conditions of restricted stock and performance share awards, including
      the acceleration or lapse of any restrictions or conditions of such awards.
      Outstanding options under the Incentive Plan were cancelled as of March 31,
      2004. There were no option grants in the years ended December 31, 2006 and
      2005,
      and there are no outstanding options as of December 31, 2006 or
      2005.




*401(k)
      Plan and Trust*




The
      Company had established defined-contribution retirement plans for all eligible
      employees, and pursuant to the Net Asset Sale, all defined contribution plans
      covering all employees of the discontinued businesses were transferred to the
      Purchaser. The Company has no retirement plans.




**(6)**  **Commitments
      and Contingencies**




In
      connection with the Net Asset Sale on March 31, 2006 to NC Acquisition Corp.
      (“NCAC”) NCAC assumed all of Nematron’s liabilities existing as of that date. In
      addition, under the Asset Purchase Agreement, NCAC agreed to assume and
      indemnify and hold Sandston harmless of and from any and all liabilities “of any
      kind, fixed or contingent, known or unknown, matured or unmatured, liquidated
      or
      unliquidated, secured or unsecured” arising prior to the date of the Asset
      Purchase Agreement.




According
      to the court documents filed in 2005 described below, however, on November
      6,
      2002, the Official Receiver in the bankruptcy of Nematron Europe, B.V., a Dutch
      company (the “Judgment Creditor”), obtained a default judgment in the amount of
      approximately the equivalent of $200,000, plus statutory interest, from the
      District Court (Third Single-Judge Division) in Amsterdam, The Netherlands
      against Nematron, relating to certain debts allegedly owed by Nematron to the
      Judgment Creditor dating back to 1996. None of Sandston’s current officers or
      directors knew about the claim or the litigation at the time they became
      officers and directors.




On
      March
      15, 2005, Judgment Creditor instituted an action against Sandston in Washtenaw
      Circuit Court in the state of Michigan to enter the foreign default judgment
      issued by the court in Amsterdam. Sandston’ management notified NCAC and its
      owners of this action and demanded that it comply with its obligation to pay
      the
      claim, but it had not yet done so. The Judgment Creditor later added NCAC as
      well its affiliate, Nemaco, Inc., as an additional defendant in the Michigan
      action.




Based
      on
      the Asset Purchase Agreement provisions described above, in addition to the
      substantive merits of the claim, our belief and position has been that we have
      no liability in this case, and we made it clear to the Judgment Creditor that
      we
      do not intend to pay any amount to settle this claim, as NCAC and its successors
      in interest and owners are responsible for the entire matter. In the fourth
      quarter of 2006, in accordance with our position, the Company and the Judgment
      Creditor entered into an Assignment of Claims and Indemnity Agreement and
      Covenant Not to Enforce Judgment (“Agreement”). Pursuant to the Agreement,
      Sandston assigned to the Judgment Creditor all of its rights and claims that
      the
      Sandston may have against NCAC and its affiliates, in return for which the
      Judgment Creditor agreed not to enforce or otherwise seek to pursue the foreign
      judgment against Sandston.




The
      Agreement was approved by the District Court in The Netherlands and signed
      by
      both the Company and the Judgment Creditor on October 10, 2006. We believe
      the
      Agreement releases the Company from this proceeding and that we will have no
      further involvement in the proceedings.




F-9