**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 SECURITIES


EXCHANGE
      ACT OF 1934


For
      the
      fiscal year ended **December
      31, 2005**  **or**




o  
TRANSITION
      REPORT PURSUANT TO 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**


(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 Excahnge 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 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





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
      22, 2006, computed by reference to the closing price of such stock on such
      date
      as quoted on the OTCBB, was approximately $462,000. 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 22, 2006
      was
      8,396,981.





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 Operation -
      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, including A-OK
      Controls Engineering, Inc. (“A-OK Controls”) in 2000 and Optimation, Inc.
      (“Optimation”) in 2001. A-OK Controls is a Michigan-based company that provides
      control systems design and integration services to the industrial controls
      marketplace, and Optimation is an Alabama-based company that develops, produces
      and markets industrial communications and display products for industrial
      automation.




On
      January 13, 2004, Nematron’s shareholders, at its annual meeting, approved
      several proposals, including proposals to:




·
            Sell
                substantially all of Nematron’s assets and liabilities (the “Net Asset
                Sale”) to NC Acquisition Corporation ("Purchaser"), whose owners were
                Nematron’s senior and subordinated debt
                holders;




·
            Approve
                a five-for-one reverse stock split with respect to Nematron’s Common Stock
                and an amendment to Nematron’s Amended and Restated Articles of
                Incorporation to effect the reverse stock
                split;




·
            Approve
                the purchase of 5,248,257 shares of Nematron’s Common Stock by Dorman
                Industries, LLC, a Michigan limited liability company wholly owned
                by Mr.
                Daniel J. Dorman (“Dorman Industries”), which would result in Dorman
                Industries owning, on a fully diluted basis, approximately 62.5%
                of the
                outstanding Common Stock; and




·
            Amend
                Nematron’s Articles of Incorporation to change Nematron’s name to Sandston
                Corporation.




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 the
      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 the shareholder-approved five-for-one reverse stock split of
      Nematron's Common Stock, whereby every five issued and outstanding shares of
      Nematron'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 for $50,000. Mr.
      Daniel J. Dorman became the Company’s new Chairman of the Board, Chief Executive
      Officer, President and Principal Accounting Officer. Pursuant to its purchase
      of
      5,248,257 post-split shares, Dorman Industries owns 62.5% of the outstanding
      common stock of the 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, the "Subsidiaries"). All of the
      outstanding capital stock of these subsidiaries were sold to the Purchaser
      pursuant to the Net Asset Sale described above, and effective April 1, 2004
      the
      Company has no subsidiaries.




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 $10 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 or business
      operations.




2




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 $36,798 and
      $49,586 for the year ended December 31, 2005 and the nine month period ended
      December 31, 2004, 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.




**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**
  On
        March
        31, 2004, Nematron entered into an Asset Purchase Agreement with NC Acquisition
        Corp., pursuant to which NC Acquisition Corp. acquired all of Nematron’s assets
        and assumed all of Nematron’s liabilities existing as of that date. In addition,
        under the Asset Purchase Agreement, NC Acquisition Corp. 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 recently filed court documents 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 the NC Acquisition Corp. 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 NC Acquisition
        Corp., as well its affiliate, Nemaco, Inc., as an additional defendant in
        the
        Michigan action.
  At
        the
        present time, based on the Asset Purchase Agreement provisions described
        above,
        in addition to the substantive merits of the claim, we believe we have no
        liability in this case, and have made it clear to the Judgment Creditor that
        we
        do not intend to pay any amount to settle this claim, as NC Acquisition Corp.
        and its successors in interest and owners are responsible for the entire
        matter.
        We are waiting for a response from NC Acquisition Corp. We intend to vigorously
        defend ourselves in this action and to enforce our rights against NC Acquisition
        Corp.




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




None.




3









**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, and was listed on the OTCBB under
      the
      symbol NMNN from January 15, 2004 to March 31, 2004. From November 22, 1999
      through January 14, 2004, the Company’s Common Stock was listed on The American
      Stock Exchange (the “AMEX”) under the symbol NMN. The following table sets forth
      the closing price on the AMEX for all periods indicated prior to January 15,
      2004 and the high and low bid prices as reported on the OTCBB for all periods
      subsequent to January 14, 2004. The latter quotations reflect inter-dealer
      prices, without retail markup, markdown or commissions and may not represent
      actual transactions.





2005
            
            High
            
            LowFirst
                Quarter
            
            
            $0.14
            
            
            $0.11Second
                Quarter
            
            
            0.14
            
            
            0.10Third
                Quarter
            
            
            0.14
            
            
            0.05Fourth
                Quarter
            
            
            0.06
            
            
            0.042004
            
            
            High
            
            
            LowFirst
                Quarter
            
            
            $0.25
            
            
            $0.07Second
                Quarter
            
            
            0.51
            
            
            0.08Third
                Quarter
            
            
            0.23
            
            
            0.10Fourth
                Quarter
            
            
            0.13
            
            
            0.07







There
      are
      approximately 200 holders of record of the Company's Common Stock as of March
      22, 2006.




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




Following
      the Net Asset Sale, on April 1, 2004 the Company sold a total of 5,248,257
      post-split shares to Dorman Industries for $50,000. The Company issued no other
      shares of its Common Stock during the two years ended December 31,
      2005.




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




None




*Purchases
      of Equity Securities by the Issuers:*




None




4





**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 several industry groups. The targeted
      companies are generally expected to have the following characteristics: sales
      volume of between $10 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 entity or business
      operations.




**Results
      of Operations - Year Ended December 31, 2005 Compared to Year Ended December
      31,
      2004**




*Continuing
      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. 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, 2005 totaled $36,798, a derease 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.




**Results
      of Operations - Year Ended December 31, 2004 Compared to Year Ended December
      31,
      2003**




*Continuing
      Operations*




The
      business of Sandston in the nine month period ended December 31, 2004 included
      only its consideration of various investment opportunities and incurring
      administrative expenses related to legal, accounting and administrative
      activities. There were no revenue generating activities in the nine month period
      ended December 31, 2004, and the Company had no employees during that period.
      Direct administrative expenses of the Company for the period ended December
      31,
      2004 totaled $49,586.




5




*Discontinued
      Operations*




*Net
      Revenues*




Net
      revenues decreased to $3,479,000 in 2004 compared to $13,537,000 in 2003. This
      represents a decrease of $10,058,000, or 74.3%, compared to the 2003 level.
      The
      substantial decrease is attributable to the Net Asset Sale, which occurred
      at
      the end of the first quarter of 2004 and reduced the number of months of
      business operations in 2004 to three months from twelve months in
      2003.




*Cost
      of Revenues*




Cost
      of
      revenues decreased to 76.5% of revenues in 2004 compared 76.8% in 2003. The
      decrease in cost of sales percentage in 2004 compared to 2003 resulted primarily
      from a shift in product mix and is attributable to the Net Asset Sale, which
      occurred at the end of the firs t quarter of 2004 and reduced the number of
      months of business operations in 2004 to three months from 12 months in
      2003.




*Operating
      Expenses*




Software
      product development expenditures and selling, general and administrative
      expenses decreased by $3,543,000 to $1,197,000 in 2004 compared to $4,740,000
      in
      2003. This represents a decrease of 74.7% from the 2003 level and is
      attributable to the Net Asset Sale, which occurred at the end of the first
      quarter of 2004 and reduced the number of months of business operations in
      2004
      to three months from twelve months in 2003.




*Other
      Expense, Primarily Interest*




Other
      expenses decreased to $235,000 in 2004 compared to $1,330,000 in 2003. This
      represents a decrease of 82.3% from the 2003 level and is attributable to the
      Net Asset Sale, which occurred at the end of the first quarter of 2004 and
      reduced the number of months of business operations in 2004 to three months
      from
      three months in 2003.




**Liquidity
      and Capital Resources**




Primary
      sources of liquidity are cash balances that have been used to pay administrative
      expenses since the April 1, 2004 Net Asset Sale. Following
      the Net Asset Sale, the Company became what is commonly known as a “public
      shell.” The Company intends to use its “public shell” as a platform to
      build long-term shareholder value by acquiring and/or investing in, and
      operating strategically positioned companies. No assurances can be given
      that the Company will be successful in connection with its future
      plans.




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.




The
      Company became a "public shell" corporation on April 1, 2004 following the
      Net
      Asset Sale and since that date its financial activities have been limited to
      incurring certain administrative activities related to incurring expenditures
      for accounting, legal, filing, printing, office and auditing services
      exclusively from unrelated third parties. These expenditures have been paid
      with
      the $30,000 cash retained from the businesses that were sold and from $50,000
      of
      proceeds from the sale of common stock on April 1, 2004 to Dorman Industries.
      As
      reflected in the accompanying balance sheet, cash totals $10,654 and accounts
      payable and accrued expenses total $17,038. Based on such balances and
      management’s forecast of activity levels while it remains a “pubic shell”
corporation, and based upon the fact that the Company has not identified as
      yet
      potential acquisition candidates, the present cash balance will not be
      sufficient to pay its current liabilities and its administrative costs projected
      to be incurred in the next twelve months. Management intends to obtain such
      administrative funds from Dorman Industries in the form of loans or through
      equity sales in an amount sufficient to sustain operations at their current
      level. Dorman Industries owns 62.5% of the Company’s outstanding common stock.
      There can be no assurance that Dorman Industries or any other party will advance
      needed funds on any terms.




6




**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 as they become
                businesses of the Company;




§
            Unforeseen
                increases in operating expenses;




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




§
            The
                inability to continue financing the administrative expenses ofthe
                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 former independent accountants, Grant Thornton LLP, provided audit and
      other services during the years ended December 31, 2003 and 2004. Following
      the
      Net Asset Sale, Grant Thornton resigned as the Company’s independent accountants
      effective May 18, 2004. The Company’s new independent accountants, Plante &
Moran PLLC, were engaged effective July 16, 2004. There were no disagreements
      with Plante & Moran PLLC on any matter of accounting principles or
      practices, financial statement disclosure or auditing scope or
      procedure.




During
      the Registrant's two most recent years and the subsequent interim period through
      May 17, 2004, (i) there were no disagreements between the Registrant and Grant
      Thornton on any matter of accounting principles or practices, financial
      statement disclosures or auditing scope or procedure, which disagreements if
      not
      resolved to the satisfaction of Grant Thornton would have caused Grant Thornton
      to make reference thereto in their report on the financial statements for such
      fiscal years, and (ii) there were no reportable events as defined in Regulation
      S-K Item 304 (a)(1)(v), except as follows:




In
      connection with its audit of the Registrant's consolidated financial statements
      for the year ended December 31, 2003, Grant Thornton, the Registrant's
      independent accountants, advised the Audit Committee and management of a
      deficiency involving internal control that Grant Thornton considered to be
      a
      reportable condition under standards established by the American Institute
      of
      Certified Public Accountants. Grant Thornton reported that during 2003 an error
      was made in the application of Emerging Issues Task Force Consensus 00-27,
      "Application of Issue No. 98-5 to certain Convertible Instruments" ("EITF
      00-27") in the determination of the value of the beneficial conversion features
      connected with the issuance of convertible securities with detachable warrants,
      which resulted in an audit adjustment increasing interest expense and common
      stock by $286,498. This is a complex area of accounting involving the
      computation of intrinsic values inherent in relative values of the
      instruments.




**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.




7




In
      connection with its audit of the Company's consolidated financial statements
      for
      the year ended December 31, 2003, Grant Thornton LLP ("Grant Thornton"), the
      Company's independent registered public accounting firm, advised the Audit
      Committee and management of a deficiency involving internal control that Grant
      Thornton considered to be a reportable condition under standards established
      by
      the American Institute of Certified Public Accountants. Grant Thornton reported
      that during 2003 an error was made in the application of Emerging Issues Task
      Force Consensus 00-27, "Application of Issue No. 98-5 to certain Convertible
      Instruments" ("EITF 00-27") in the determination of the value of the beneficial
      conversion features connected with the issuance of convertible securities with
      detachable warrants, which resulted in an audit adjustment increasing interest
      expense and common stock by $286,000. This is a complex area of accounting
      involving the computation of intrinsic values inherent in relative values of
      the
      instruments. The Company considered this matter in connection with the
      preparation of the December 31, 2003 consolidated financial statements and
      recorded the adjustment proposed by Grant Thornton. The Company also determined
      that the financial statements of quarterly periods within the year ended
      December 31, 2003, as previously reported on Forms 10-QSB, were not affected
      by
      this misapplication of EITF 00-27. The businesses giving rise to the
      transactions cited by Grant Thornton were sold on March 31, 2004.




(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.




8




**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
            Director
              Since
            
            Term
              ExpiresDaniel
                J. Dorman
            43
            
            President
                of Dorman Industries, LLC, a company that owns 62.5% of the outstanding
                Common Stock of the Company
            2004
            
            2007Lawrence
                J. DeFiore
            45
            
            CPA
                and shareholder of De Fiore &
              Hallmann,
                P.C., a public accounting firm
            2004
            
            2007




Daniel
      J.
      Dorman was appointed to the Board of Directors in April 2004 upon the purchase
      by Dorman Industries, LLC purchase of 62.5% of the outstanding Common Stock
      of
      the Company. Mr. Dorman is the founder of Dorman Industrie,s 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. identifies, structures,
      acquires and manages investments in private equity and buy-out opportunities
      on
      behalf of several entities. Mr. Dorman is also a Director of Kux Manufacturing
      Company, a company that he purchased from Mitsubishi Corporation, and which
      is a
      leader in building graphics, and is a director of several other private
      entities.




Lawrence
      J. DeFiore 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 19 years and is currently
      a
      shareholder and officer of the CPA firm of De Fiore & Hallmann, P.C. In
      addition, Mr. De Fiore is a managing member of Spalding Capital, LLC, and serves
      on the board of a private equity fund. Mr. De Fiore has been active in over
      fifty 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 is licensed as a CPA in the state of
      Michigan.




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, 2005, 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.




9




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 an material business operations, the Company
      has
      not yet adopted a code of ethics that meets the SEC's rules.




**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”).




**SUMMARY
      COMPENSATION TABLE**




Name
                and Principal
            
            Annual
                Compensation
            
            Long
                Term
              Compensation
              Awards
            
            All
                Other CompensationOccupation
            
            Year
            
            Salary
                ($)
            
            Bonus
                ($)
            
            Options
                (#)
            
            ($)
                (1)Daniel
                J. Dorman,
            
            
            2005
            
            $
            -0-
            
            $
            -0-
            
            
            -0-
            
            $
            -0-President
                and Chief
            
            
            2004
            
            $
            -0-
            
            $
            -0-
            
            
            -0-
            
            $
            -0-Executive
                Officer
            
            
            2003
            
            
            Not
                applicable
            
            
            Not
                applicable
            
            
            Not
                applicable
            
            
            Not
                applicable




*Options*




The
      following table sets forth information concerning options granted to the Named
      Executive in the year ended December 31, 2005.




**OPTION
      GRANTS IN LAST FISCAL YEAR**





Individual Grants


Name
            
            Number
                of Securities
              Underlying
              Options
                Granted
            
            Percent
                of Total
              Options
                Granted
              To
                Employees In
              Fiscal
                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, 2005.
      The
      following table provides information with respect to unexercised options held
      by
      the Named Executive as of December 31, 2005.





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


**YEAR-END
      OPTION VALUES**


Number
                  of Securities Underlying
                Unexercised
                  Options at Year-End (#)
              
              Value
                  of Unexercised In-the-Money
                Options
                  at Year End ($) (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 2004
                and the
                option exercise price.




10




*Employment
      Agreement*




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 such 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
      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, 2005 or
      2004.




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




The
      following table sets forth information as of December 31, 2005 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.




Number
                  of SharesName
              
              Beneficially
                  Owned
              
              Percent
                  of Class (2)Directors
                  and Management:Daniel
                  J. Dorman (1)
              
              
              5,248,257
              
              
              62.50
              %Lawrence
                  J. DeFiore
              
              
              -0-
              
              
              0.00
              %All
                  directors and executiveofficers
                  as group (2 persons)
              
              
              5,248,257
              
              
              62.50
              %5%
                  Owners:Daniel
                  J. Dorman (1)
              
              
              5,248,257
              
              
              62.50
              %




11




(1)  The
      shares shown in the table for Mr. Dorman represent those shares purchased on
      April 1, 2004 by Dorman Industries, LLC, an entity owned by Mr.
      Dorman.




(2)  The
      number of shares and percentages were determined as of December 31, 2005. At
      that date 8,396,981 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**




Three
      former directors, Mr. Hugo Braun, Mr. Joseph Fitzsimmons and Mr. Ronald Causley,
      had purchased certain subordinated promissory notes totaling $750,000 and
      warrants from the Company during the periods March 2001 through April 2003.
      Mr.
      Braun had also, through an affiliated entity, advanced the Company approximately
      $3,112,000 as of December 31, 2003 under a credit agreement. Additionally,
      the
      Company owed Mr. Causley approximately $351,000 representing the unpaid portion
      of the purchase price of A-OK Controls Engineering that the Company purchased
      from Mr. Causley, its sole shareholder, in June 2000. Mr. Causley also leased
      certain facilities to the Company from July 2000 through March 31, 2004, and
      such lease expense totaled approximately $133,000 for the three months ended
      March 31, 2004. As a result of the Net Asset Sale on March 31, 2004, the
      Purchaser assumed all of the debt and accrued interest thereon, as well as
      the
      lease obligations and past due lease amounts. During the three months ended
      March 31, 2004, the Company incurred approximately $140,000 of interest expense
      on the debt referred to above. The lease expense and the interest expense
      referred to above are included in the loss from discontinued operations in
      2004.




**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 did not file any current reports on Form 8-K during the fourth
                quarter of the Company's fiscal year ended December 31,
                2005.




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




*Audit
      Fees*




The
      Company’s former independent accountants, Grant Thornton LLP, provided audit and
      other services during the year ended December 31, 2004. Following the Net Asset
      Sale, Grant Thornton resigned as the Company’s independent accountants on May
      18, 2004. The Company’s new independent accountants, Plante & Moran PLLC,
      were engaged effective July 16, 2004. Fees paid to the former and current
      auditors during 2004 and 2005 are as follows:




Grant
                  Thornton LLP
              
              Plante
                  & Moran PLLC2004
              
              2005
              
              2004Audit
                  Fees
              
              $
              -0-
              
              
              
              $15,295
              
              
              
              $6,275Audit
                  Related Fees
              
              
              5,000
              
              
              
              -0-
              
              
              
              -0-Tax
                  Fees
              
              
              -0-
              
              
              
              4,500
              
              
              
              -0-All
                  Other Fees
              
              
              -0-
              
              
              
              -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. This
      category also includes advice on audit and accounting matters that arose during
      or as a result of the audit or the review of interim financial statements and
      services in connection with SEC filings.




*Audit
      Related Fees* .
      This
      category includes the fees paid to Grant Thornton to audit the Company’s 401(k)
      Plan for the year ended December 31, 2003.




*Tax
      Fees* .
      This
      category includes fees billed by Plante & Moran PLLC 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.




12




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.






The
      Company’s audit committee during 2003 and 2004 (prior to March 31, 2004)
      considered the nature and amount of the fees billed by Grant Thornton LLP,
      and
      believed that the provision of the services for activities unrelated to the
      2003
      audit was compatible with maintaining Grant Thornton LLP's independence.
      Following the Net Asset Sale on March 31, 2004, the then audit committee was
      disbanded. Since that time 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.




13




**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
              22, 2006Daniel J. Dorman, President and CEOand Principal Financial OfficerBy:
            
            /s/
              Laurence J. De Fiore
            Dated:March
                22, 2006Lawrence J. De Fiore, Director





14







INDEX
      TO
      EXHIBITS





Exhibit


Numbe r  Description
      of Exhibit





3.01
              Amended
                  and Restated Articles of Incorporation, as amended, filed as Exhibit
                  3.1
                  to the Registrant's Form 10-QSB for thequarterly 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.




15
















**Consolidated
      Financial Statements**


**and
      Report of**


**Independent
      Registered Accounting Firm**





**Sandston
      Corporation**





**December
      31, 2005 and 2004**














SANDSTON
      CORPORATION





*Table
      of Contents*













PageReport
                  of Independent Registered Accounting Firm
              F-2Balance
                  Sheets as of December 31, 2005 and 2004
              F-3Consolidated
                    Statements of Operations for the years endedDecember
                    31, 2005 and 2004
              F-4Consolidated
                    Statement of Stockholders' Equity (Deficit) for the years endedDecember
                    31, 2005 and 2004
              F-5Consolidated
                    Statements of Cash Flows for the years endedDecember
                    31, 2005 and 2004
              F-6Notes
                  to Financial Statements
              F-7
                  to F-13
  F-1





REPORT
      OF INDEPENDENT REGISTERED ACCOUNTING FIRM











**The
      Board of Directors**


Sandston
      Corporation:








We
      have
      audited the accompanying balance sheet of Sandston Corporation as of December
      31, 2005, and the related statements of operations, stockholders' equity, and
      cash flows for the years ended December 31, 2005 and 2004. 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, 2005, and the results of its operations and its cash flows for the years
      ended December 31, 2005 and 2004 in conformity with accounting principles
      generally accepted in the United States of America.











March
      22,
      2006


Auburn
      Hills, Michigan




F-2




**Sandston
      Corporation**


**Balance
      Sheet**


**December
      31, 2005**





**Assets**




Current
                  assets- cash
              
              $
              10,654**Liabilities
                  and Stockholders' Equity**Current
                  liabilities:Accounts
                  payable
              
              $
              14,038Accrued
                  liabilities
              
              
              3,000Total
                  current liabilities
              
              
              17,038Deficit
                  in stockholders' equity:Common
                    stock, no par value; 30,000,000 shares authorized;8,396,981 shares
                    outstanding
              
              
              33,679,784Accumulated
                  deficit
              
              
              (33,686,168
              )Total
                  deficit in stockholders' equity
              
              
              (6,384
              )Total
                  liabilities and deficit in stockholders' equity
              
              $
              10,654
















See
      accompanying notes to financial statements.




F-3




**Sandston
      Corporation**


**Consolidated
      Statements of Operations**


**For
      the Years Ended December 31, 2005 and 2004**







Year
                  Ended December 31,2004
              
              2005Net
                  revenues
              
              $
              -
              
              $
              -General
                  and administrative expenses
              
              
              36,798
              
              
              49,586Operating
                  loss from continuing operations
              
              
              (36,798
              )
              
              (49,586
              )Income
                  taxes
              
              
              -
              
              
              -Loss
                  from continuing operations
              
              
              (36,798
              )
              
              (49,586
              )Discontinued
                  operations (Note 3):Loss
                  from operations of discontinued operations
              
              
              -
              
              
              (615,770
              )Gain
                  on sale of discontinued operations
              
              
              -
              
              
              3,789,352Income
                  (loss) from discontinued operations
              
              
              -
              
              
              3,173,582Net
                  income (loss)
              
              $
              (36,798
              )
              $
              3,123,996Loss
                  per share - basic and diluted (Note 5):Continuing
                  operations
              
              $
              (0.01
              )
              $
              (0.01
              )Discontinued
                  operations
              
              $
              -
              
              $
              0.45













































See
      accompanying notes to financial statements.




F-4




**Sandston
      Corporation**


**Consolidated
      Statements of Stockholders' Equity (Deficit)**


**For
      the Years Ended December 31, 2005 and 2004**




AccumulatedComprehensiveCommon
                  Stock
              
              Income
                  (Loss)
              
              AccumulatedShares
              
              Amount
              
              Adjustment
              
              Deficit
              
              TotalBalance,
                  January 1, 2004
              
              
              3,148,724
              
              $
              33,629,784
              
              $
              (64,757
              )
              $
              (36,773,366
              )
              $
              (3,208,339
              )Issuance
                  of common stock (Note 1)
              
              
              5,248,257
              
              
              50,000
              
              
              
              
              
              
              
              
              50,000Comprehensive
                  income:Net
                    income for the year endedDecember 31, 2004
              
              
              
              
              
              
              
              
              
              
              
              3,123,996
              
              
              3,123,996Foreign
                    currency translationadjustment
              
              
              
              
              
              
              
              
              64,757
              
              
              
              
              
              64,757Total
                  comprehensive income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              3,188,753Balance,
                  December 31, 2004
              
              
              8,396,981
              
              
              33,679,784
              
              
              -
              
              
              (33,649,370
              )
              
              30,414Net
                    loss for the year endedDecember 31, 2005
              
              
              
              
              
              
              
              
              
              
              
              (36,798
              )
              
              (36,798
              )Balance,
                  December 31, 2005
              
              
              8,396,981
              
              $
              33,679,784
              
              $
              -
              
              $
              (33,649,370
              )
              $
              (6,384
              )


































See
      accompanying notes to financial statements.




F-5




**Sandston
      Corporation and Subsidiaries**


**Consolidated
      Statements of Cash Flows**


**For
      the Years Ended December 31, 2005 and 2004**




**Year
                  Ended December 31,****2005**
              
              **2004**Cash
                  flows from operating activities:Net
                  income (loss)
              
              $
              (36,798
              )
              $
              3,123,996Adjustments
                    to reconcile net income (loss) to net cash flowsused in operating
                    activities:Gain
                  on disposal of net assets of discontinued operations
              
              
              -
              
              
              (3,789,352
              )Net
                  change in operating assets of discontinued operations
              
              
              -
              
              
              493,219Change
                  in current assets and liabilities that provided cash:Accounts
                  payable
              
              
              4,166
              
              
              9,872Accrued
                  liabilities
              
              
              1,000
              
              
              2,000Net
                  cash used in operating activities
              
              
              (31,632
              )
              
              (160,265
              )Cash
                  flows from investing activities:Net
                  investing cash flows used in discontinued operations
              
              
              -
              
              
              (230,230
              )Net
                  cash used in investing activities
              
              
              -
              
              
              (230,230
              )Cash
                  flows from financing activities:Issuance
                  of common stock
              
              
              -
              
              
              50,000Net
                  financing cash flows from discontinued operations
              
              
              -
              
              
              188,934Net
                  cash provided by financing activities
              
              
              -
              
              
              238,934Foreign
                  currency translation - discontinued operations
              
              
              -
              
              
              (13,292
              )Net
                  decrease in cash and cash equivalents
              
              
              (31,632
              )
              
              (164,853
              )Cash
                  at beginning of year
              
              
              42,286
              
              
              207,139Cash
                  at end of year
              
              $
              10,654
              
              $
              42,286Supplemental
                  Disclosures of Cash Flow Information:Cash
                  paid for interest by discontinued operations
              
              $
              -
              
              $
              202,566Cash
                  paid for income taxes
              
              
              -
              
              
              -Non-cash
                  financing and investing activities:Disposal
                  of net assets of discontinued operations:Sales
                  price - liabilities assumed
              
              
              
              
              $
              13,485,268Cash
                  transferred
              
              
              
              
              
              (198,664
              )All
                  other assets sold
              
              
              
              
              
              (9,497,252
              )Gain
                  on sale of assets and liabilities
              
              
              
              
              $
              3,789,352





See
      accompanying notes to financial statements.




F-6




**Sandston
        Corporation**
 **Notes
        to Financial Statements**
 **December
        31, 2005 and 2004**


**(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, on March 31, 2004 the Company sold to NC
      Acquisition Corporation (the "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 and it had no liabilities. 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 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. 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 owns 62.5% of the outstanding common stock of the Company.





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 several industry groups. The targeted companies
      are generally expected to have the following characteristics: sales volume
      of
      between $10 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
      Michigan corporation, and Optimation, Inc., an Alabama corporation
      (collectively, “Subsidiaries”). All of the common stock of these Subsidiaries
      were included in the Net Asset Sale described above, and after the Net Asset
      Sale the Company no longer has any subsidiaries. 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, 2005 following the
      Net
      Asset Sale and since that date its financial activities have been limited to
      incurring certain administrative activities related to incurring expenditures
      for accounting, legal, filing, printing, office and auditing services
      exclusively from unrelated third parties. These expenditures have been paid
      with
      the $30,000 cash retained from the businesses that were sold and from $50,000
      of
      proceeds from the sale of common stock on April 1, 2004 to Dorman Industries.
      As
      reflected in the accompanying balance sheet, cash totals $10,654 and accounts
      payable and accrued expenses total $17,038. Based on such balances and
      management’s forecast of activity levels while it remains a “pubic shell”
corporation, and based upon the fact that the Company has not identified as
      yet
      potential acquisition candidates, the present cash balance will not be
      sufficient to pay its current liabilities and its administrative costs projected
      to be incurred in the next twelve months. Management intends to obtain such
      administrative funds from Dorman Industries in the form of loans or through
      equity sales in an amount sufficient to sustain operations at their current
      level. Dorman Industries owns 62.5% of the Company’s outstanding common stock.
      There can be no assurance that Dorman Industries or any other party will advance
      needed funds on any terms.




F-7




**Sandston
        Corporation**
 **Notes
        to Financial Statements**
 **December
        31, 2005 and 2004**





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





*Principles
      of Consolidation*




The
      accompanying consolidated financial statements include the accounts of the
      Company and, prior to the Net Asset Sale, its wholly owned subsidiaries
      described in Note 1. All significant intercompany transactions and balances
      have
      been eliminated in consolidation.





*Stock
      Option Plans*





Prior
      to
      the March 31, 2004 Net Asset Sale, the Company had issued certain options under
      its stock-based compensation plans, which are described more fully in Note
      6.
      The Company accounted for those option grants under the recognition and
      measurement principles of APB Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and
      related Interpretations. No stock-based compensation cost is reflected in
      operations, as all option grants under those plans had an exercise price equal
      to or greater than the market value of the underlying common stock on the date
      of the grant. If the Company had applied the fair value recognition provisions
      of Statement of Financial Accounting Standards No. 123, *Accounting
      for Stock-Based Compensation* to
      stock-based compensation, the effect on net loss from discontinued operations
      and loss per share from discontinued operations in 2004 would have been the
      same
      as reported in the statement of operations.





No
      options were granted in 2004 or 2005





*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.





*Income
      (Loss) Per Share*





The
      Company’s Board of Directors and shareholders approved a five-for-one reverse
      stock split with respect to the Company’s common stock and an enabling amendment
      to the Company’s Amended and Restated Articles of Incorporation. The date of
      record for the five-for-one reverse stock split was April 1, 2004. All share
      and
      per share amounts reflected on the accompanying statement of operations gives
      effect to the five-for-one reverse stock split for 2004 and 2005.





Income
      (loss) per share is calculated using the weighted average number of common
      shares outstanding during the period and adjusted for the assumed conversion
      of
      dilutive stock options and warrants. Since all outstanding stock options and
      warrants were cancelled effective with the Net Asset Sale, no conversion of
      dilutive stock options and warrants was assumed for the years ended December
      31,
      2004 and 2005.




F-8




**Sandston
        Corporation**
 **Notes
        to Financial Statements**
 **December
        31, 2005 and 2004**


*Use
      of Estimates*





Management
      of the Company has made a number of estimates and assumptions relating to the
      reporting of assets and liabilities of discontinued operations and the
      disclosure of contingent assets and liabilities to prepare these financial
      statements in conformity with generally accepted accounting principles. Actual
      results could differ from those estimates.





**(3)** **Discontinued
      Operations**





As
      discussed in Note 1, on March 31, 2004 the Company completed its Net Asset
      Sale
      whereby the Company sold 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 Purchaser
      also
      assumed all of the Company’s liabilities at that date 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.





The
      Company’s former 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.





A
      summary
      of the gain resulting from the Net Asset Sale is as follows:


Disposal
      of net assets of discontinued operations:


Sales
                  price - liabilities assumed by Purchaser
              
              $
              13,485,268Cash
                  transferred
              
              
              (198,664
              )All
                  other assets sold
              
              
              (9,497,252
              )Gain
                  on sale of assets and liabilities
              
              $
              3,789,352





A
      summary
      of discontinued operations for the year ended December 31, 2004 is as
      follows:




Net
                  revenue
              
              $
              3,478,720Cost
                  of sales
              
              
              2,663,186Gross
                  margin
              
              
              815,534Operating
                  expenses
              
              
              1,196,541Operating
                  loss
              
              
              (381,007
              )Other
                  expenses, primarily interest
              
              
              (234,763
              )Loss
                  before income taxes
              
              
              (615,770
              )Income
                  taxes
              
              
              -Loss
                  from operations of discontinued business
              
              $
              (615,770
              )
   F-9




**Sandston
        Corporation**
 **Notes
        to Financial Statements**
 **December
        31, 2005 and 2004**


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





Income
      tax expense consists of the following:









Year
                Ended December 31,2005
            
            2004Current:Continuing
                operations
            
            $
            -0-
            
            $
            -0-Discontinued
                operations
            
            
            -0-
            
            
            650,000Total
                current
            
            
            -0-
            
            
            650,000Deferred:Continuing
                operations
            
            
            -0-
            
            
            -0-Discontinued
                operations
            
            
            -0-
            
            
            (650,000
            )Total
                deferred
            
            
            -0-
            
            
            (650,000
            )Total
                income tax
            
            $
            -0-
            
            $
            -0-





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




Year
                Ended December 31,2005
            
            2004Continuing
              operations:Income
                tax at statutory rates
            
            
            (34.0
            )%
            
            (34.0
            )%Change
                in valuation allowance
            
            
            34.0
            %
            
            34.0
            %Total
                - continuing operations
            
            
            0.0
            %
            
            0.0
            %Discontinued
              operations:Income
                tax at statutory rates
            
            
            
            
            
            34.0
            %Change
                in valuation allowance
            
            
            -
            
            
            (34.0)%Total
                - discontinued operations
            
            
            -
            
            
            0.0
            %Total
                income tax expense rate
            
            
            0.0
            %
            
            0.0
            %





All
      of
      the loss from continuing operations in the years ended December 31, 2005 and
      2004 resulted from domestic operations; there are no foreign operations within
      the continuing operations.





As
      of the
      date of the Net Asset Sale, gross deferred tax assets related to accumulated
      net
      operating loss carryforwards totaled approximately $10.3 million. Net operating
      loss carryforwards of approximately $1.9 million, representing deferred tax
      assets of approximately $650,000 were used to offset the taxable gain on the
      Net
      Asset Sale.





As
      a
      result of Internal Revenue Service regulations, the Company will be precluded
      from applying accumulated net operating loss carryforwards totaling $24.5
      million as of the date of the Net Asset Sale against future taxable income.
      As a
      result, deferred tax assets related to such loss carryforwards totaling
      approximately $8.4 million and the portion of the valuation allowance
      attributable to such deferred tax assets were written off at the time of the
      Net
      Asset Sale.





At
      December 31, 2005, the Company has net operating loss carryforwards of
      approximately $100,000 that can be used to offset future taxable income,
      resulting in gross deferred tax assets of approximately $35,000. These loss
      carryforwards expire through 2025. 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, 2005 and 2004, a valuation allowance has been recognized for
      the
      entire amount of the Company's net deferred tax assets. The valuation allowance
      was $35,000 and $26,000 at December 31, 2005 and 2004,
      respectively.




F-10





**Sandston
        Corporation**
 **Notes
        to Financial Statements**
 **December
        31, 2005 and 2004**


**(5)** **Income
      (Loss) Per Share**





The
      weighted average shares outstanding used in computing income (loss) per share,
      as adjusted for the five-for-one reverse stock split was 8,396,981 in 2005
      and
      7,088,682 in 2004. Pursuant to the Net Asset Sale described in Note 1, all
      outstanding options and warrants were cancelled as of March 31, 2004.





**(6)** **Employee
      Benefit Plans**





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





*1993
      Stock Option Plan*





The
      Company's 1993 Stock Option Plan (the "1993 Plan") provided for the granting
      of
      options to purchase a total of 190,000 shares of common stock to key employees.
      The exercise price for each option granted under the 1993 Plan cannot be less
      than the fair market value of the common stock on the date of the grant. No
      options could be granted after February 2003 and 102,991 options available
      for
      grant at that date were cancelled.





*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, 2005 or
      2004.




F-11




**Sandston
        Corporation**
 **Notes
        to Financial Statements**
 **December
        31, 2005 and 2004**


*Directors
      Option Plan*





The
      Company's 1993 Directors Stock Option Plan (the "Directors Option Plan")
      provides for the granting of options to purchase a total of 24,000 shares of
      common stock. In connection with the Net Asset Sale, the Directors Option Plan
      was cancelled and all options outstanding thereunder were
      cancelled.





*Special
      Option Grants*





The
      Board
      of Directors had from time to time awarded special option grants to certain
      officers, key employees and others. The awards had been made separate from
      the
      plans described above. All outstanding options under special option grants
      were
      cancelled as of March 31, 2004.





Information
      with respect to options under the plans and the special awards for the years
      ended December 31, 2004 and 2005 is as follows:









Outstanding
            
            ExercisableNumberOutstanding
            
            Weighted
              AverageExercise
                Price
            
            Number
              Exercisable
            
            Weighted
              AverageExercise
                Price
            
            Number
              Available
              For
                GrantBalance,
                12-31-2003
            
            
            355,270
            
            $
            7.81
            
            
            331,936
            
            $
            8.06
            
            
            171,920Granted
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            -Exercisable
            
            
            
            
            
            
            
            
            -Exercised
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            -Cancelled/forfeited
            
            
            (355,270
            )
            $
            7.81
            
            
            (331,936
            )
            $
            8.06
            
            
            98,880Balance,
                12-31-2004
            
            
            -
            
            
            
            
            
            -
            
            
            
            
            
            270,800





There
      were no option grants in the years ended December 31, 2004 and
      2005.





*401(k)
      Plan and Trust*





The
      Company had established defined-contribution retirement plans for all eligible
      employees. The Company made no matching contributions to the plans in
      2004.





Pursuant
      to the Net Asset Sale, all defined contribution plans covering all employees
      of
      the discontinued businesses, were transferred to the Purchaser, and the
      continuing entity has no retirement plans.




F-12





**Sandston
          Corporation**
 **Notes
          to Financial Statements**
 **December
          31, 2005 and 2004**


**(7)** **Warrants**





The
      Company had issued warrants for the purchase of its common and preferred stock
      in connection with the certain subordinated debt transactions between March
      2001
      and July 2003. These warrants were cancelled pursuant to the Net Asset Sale.
      The
      following disclosures have been adjusted for the five-for-one reverse stock
      split.





Issue
            
            10%
                Note
            
            14%
                Note
            
            8%
                Note
            
            TotalIssue
            
            
            
            Oct.
                2001 todates
            
            March
                2001
            
            July
                2003
            
            March
                2002Exercise
                price
            
            $
            0.45
            
            $
            0.50
            
            $
            0.50Oct.
                2001 toOriginal
                expiration dates
            
            
            March
                2006
            
            
            July
                2008
            
            
            March
                2006Balance
                1-1-2004
            
            
            160,000
            
            
            1,191,267
            
            
            140,000
            
            
            1,491,267Cancelled
            
            
            (160,000
            )
            
            (1,191,267
            )
            
            (140,000
            )
            
            (1,491,267
            )Balance
                12-31-2004
            
            
            -
            
            
            -
            
            
            -
            
            
            -








**(8)** **Commitments
      and Contingencies**




**Item
        3.** **Legal
        Proceedings**
  On
        March
        31, 2004, Nematron entered into an Asset Purchase Agreement with NC Acquisition
        Corp., pursuant to which NC Acquisition Corp. acquired all of Nematron’s assets
        and assumed all of Nematron’s liabilities existing as of that date. In addition,
        under the Asset Purchase Agreement, NC Acquisition Corp. 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 recently filed court documents 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 the NC Acquisition Corp. 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 NC Acquisition
        Corp., as well its affiliate, Nemaco, Inc., as an additional defendant in
        the
        Michigan action.
  At
        the
        present time, based on the Asset Purchase Agreement provisions described
        above,
        in addition to the substantive merits of the claim, we believe we have no
        liability in this case, and have made it clear to the Judgment Creditor that
        we
        do not intend to pay any amount to settle this claim, as NC Acquisition Corp.
        and its successors in interest and owners are responsible for the entire
        matter.
        We are waiting for a response from NC Acquisition Corp. We intend to vigorously
        defend ourselves in this action and to enforce our rights against NC Acquisition
        Corp.


The
      Company leased under operating leases its Auburn Hills and Saginaw, Michigan
      system integration facilities from the president of A-OK Controls, and leased
      its other facilities and certain office equipment from unrelated entities.
      The
      leases on the facilities have been assumed by the Purchaser, and the Company
      has
      had no lease commitments since April 1, 2004.





Total
      rental expense included in the results of discontinued operations for the year
      ended December 31, 2004 total $160,200, including $36,000 for related party
      leases.




F-13