================================================================================

                                  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, 2004     OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the transition period from to _____________ to _____________

                         Commission File Number: 0-21142

                              SANDSTON CORPORATION
                 (Name of small business issuer in its charter)

                     MICHIGAN                                38-2483796
         (State or other jurisdiction of                 (I.R.S. Employer
          incorporation or organization)                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 Registered
        --------------------------          ------------------------------------
        Common Stock, no par value                          None

       Securities registered under Section 12(g) of the Exchange Act: NONE

         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   [ ] 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]

         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 26, 2005, computed by reference to the closing price of such stock
on such date as quoted on the OTCBB, was approximately $346,000. For purposes of
this computation only, all executive officers, directors, and beneficial owners
of more than 5% of the outstanding Common Stock, are assumed to be affiliates.

         The number of shares outstanding of the issuer's Common Stock on March
26, 2005 was 8,396,981.

         TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT [ ] Yes   [X] No

                    DOCUMENTS INCORPORATED BY REFERENCE: None

================================================================================

<PAGE>

                                     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:

      o     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;

      o     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;

      o     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

      o     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


                                        2
<PAGE>

volume of between $20 million and $250 million; value added manufacturing,
distribution and business services; fragmented industries; experienced
management; and consistent historical financial performance. The Company has yet
to acquire, or enter into an agreement to acquire, any company or business
operations.

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

         GENERAL OVERVIEW

            The business of the Company since April 1, 2004 includes only its
consideration of various investment opportunities and 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 period
ended December 31, 2004 totaled $49,586.

         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 ComputersTM ("ICCs") and Industrial WorkstationsTM ("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.

         The Company is not involved in any legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


                                       3
<PAGE>

                                     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.

                     2004                   High              Low
                     ----                   ----              ---
                First Quarter              $0.25             $0.07
                Second Quarter              0.51              0.08
                Third Quarter               0.23              0.10
                Fourth Quarter              0.13              0.07

                     2003                   High              Low
                     ----                   ----              ---
                First Quarter              $0.10             $0.05
                Second Quarter              0.38              0.07
                Third Quarter               0.34              0.13
                Fourth Quarter              0.29              0.21

         There are approximately 600 holders of record of the Company's Common
Stock as of March 26, 2005.

         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, 2004.

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

None

Purchases of Equity Securities by the Issuers:

Shares repurchased during 2004 were as follows:

<TABLE>
<CAPTION>
--------------------------- -------------------- ---------------------- ------------------------- ------------------------
                                                                                                     Maximum Number of
                                                                         Total Number of Shares   Shares that may Yet Be
                              Total Number of     Average Price Paid      Purchased as Part of      Purchased Under the
          Period             Shares Purchased          Per Share        Publicly Announced Plans           Plans
--------------------------- -------------------- ---------------------- ------------------------- ------------------------
<S>                                  <C>                 <C>                       <C>                       <C>
       10/01/04 - 10/31/04           0                   $0.00                     0                         0
       11/01/04 - 11/30/04           0                   $0.00                     0                         0
       12/01/04 - 12/31/04           0                   $0.00                     0                         0
                                    ---                  -----                    ---                        -
Total                                0                   $0.00                     0                         0
                                    ===                  =====                    ===                        =
-------------- --- -------- -------------------- ---------------------- ------------------------- ------------------------
</TABLE>


                                       4
<PAGE>

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

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED
DECEMBER 31, 2003

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 period
ended December 31, 2004 totaled $49,586.

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 12 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
results primarily from a shift in product mix 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 12
months in 2003.


                                       5
<PAGE>

      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 12 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 12 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."
Dorman Industries intends to use the Company and 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 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.

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:

      o     Uncertainties discussed elsewhere in "Management's Discussion and
            Analysis or Plan of Operations" and in "Description of Business"
            above;

      o     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;

      o     Unforeseen increases in operating expenses;

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

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


ITEM 7.       FINANCIAL STATEMENTS

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


                                       6
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

      The Company's former independent registered public accounting firm, 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 registered public accounting firm effective May 18, 2004.
The Company's new independent registered public accounting firm, Plante & Moran
PLLC, were engaged effective July 16, 2004. There were no disagreements with
Grant Thornton on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.


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.

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 included
in this Form 10-KSB 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.


                                       7
<PAGE>

                                    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.

<TABLE>
<CAPTION>
                                                                               Director        Term
     Name                 Age          Principal Occupation                      Since        Expires
     ----                 ---          --------------------                    --------       -------
<S>                        <C>                                                    <C>          <C>
Daniel J. Dorman           42    President of Dorman Industries LLC, a            2004         2007
                                 company that owns 62.5% of the outstanding
                                 Common Stock of the Company
Lawrence J. De Fiore       44    CPA and shareholder of De Fiore &                2004         2007
                                 Hallmann, P.C., a public accounting firm
Matthew S. Galvez          49    Managing Director of Millstone Merchant          1998         2005
                                 Partners, an investment banking company
</TABLE>

         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 Chairman and Chief Executive of
Dorman Industries, LLC, which he founded in 2004 to hold and manage 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. De Fiore 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. 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.

         Matthew S. Galvez became a director in August 1998 upon his joining the
Company as its Chief Operating Officer. In October 1998, Mr. Galvez was
appointed to the office of the President and CEO of the Company. In November
2003 Mr. Galvez resigned as President of the Company and joined Millstone
Merchant Partners, an investment banking company, as a managing director. Mr.
Galvez served as Chief Executive Officer of ISDA & Co., a privately held apparel
company, from June 1994 until June 1998. From 1990 until June 1994, Mr. Galvez
was a director and Chief Financial Officer of Manufacturers Products
Corporation, a supplier of plastic products to the automotive industry. In 1994
he became Chief Executive Officer of that company as well. Prior to 1990, Mr.
Galvez was Executive Vice President - Corporate Operations and General Counsel
to a developer and supplier of graphics translation software for the industrial
marketplace and served as an officer of two acquisition funds. Mr. Galvez serves
as Chairman and a Director of Waltec Plastics Co. in Midland, Ontario, Canada,
and IMC Plastics in Los Angeles, California.

         Executive Officer

         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.


                                       8
<PAGE>

         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, 2004, all filing
requirements under Section 16(a) applicable to its executive officers, directors
and greater than ten percent beneficial owners were complied with.

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

         The Sarbanes-Oxley Act and related rules adopted by the SEC require
 publicly traded companies to disclose whether they have adopted a code of
 ethics that applies to a company's principal executive officer, principal
 financial officer and principal accounting officer or controller, or person's
 performing similar functions. The rules also define what constitutes a code of
 ethics. 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 Officers (the "Named Executives").

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                               Long Term
                                                                              Compensation       All Other
      Name and Principal                         Annual Compensation             Awards         Compensation
          Occupation              Year        Salary ($)       Bonus ($)       Options (#)         ($) (1)
          ----------              ----        ----------       ---------       -----------         -------
<S>                               <C>           <C>              <C>                    <C>         <C>
  Daniel J. Dorman,               2004          $-0-             $-0-                  -0-          $-0-
    President and Chief           2003     Not applicable    Not applicable  Not applicable   Not applicable
    Executive Officer             2002     Not applicable    Not applicable  Not applicable   Not applicable

  Matthew S. Galvez,              2004     Not applicable    Not applicable  Not applicable   Not applicable
    President and Chief           2003         $189,000          $-0-                  -0-         $13,649
    Executive Officer             2002         $200,000          $-0-                  -0-         $16,400

  Jeffrey K. Crowell,             2004          $31,350          $-0-                  -0-          $2,800
    President and Chief           2003           14,500          $-0-                  -0-            $909
    Operating Officer             2002     Not applicable    Not applicable  Not applicable   Not applicable
</TABLE>


                                       9
<PAGE>

(1) All Other Compensation in the table above includes the following:

<TABLE>
<CAPTION>
                                                              Housing              Auto         401(k) Plan
                                                             Allowance           Allowance         Match

<S>                              <C>                           <C>                <C>              <C>
         Mr. Galvez              2003                          $9,495             $4,154           $3,000
                                 2002                           8,600              4,800            3,000

         Mr. Crowell             2004                           2,800                -0-              -0-
                                 2003                             909                -0-              -0-
</TABLE>

         Options

         The following table sets forth information concerning options granted
to the Named Executives in the year ended December 31, 2004.


                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                        Individual Grants
                     -------------------------------------------------------
                                Number of         Percent of Total
                               Securities        Options Granted To      Exercise or
                           Underlying Options   Employees In Fiscal      Base Price        Expiration
            NAME                Granted                 Year              ($/Share)           Date
                                --------                ----              ---------
<S>                                   <C>                  <C>               <C>               <C>
   Daniel J. Dorman                  -0-                  -0-%               --                --
   Jeffrey K. Crowell                -0-                  -0-%               --                --
</TABLE>

         The Named Executives did not exercise any options in the year ended
December 31, 2004. The following table provides information with respect to
unexercised options held by the Named Executives as of December 31, 2004.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                             YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                   Number of Securities Underlying              Value of Unexercised
                                 Unexercised Options at Year-End (#)           In-the-Money Options at
                                                                                   Year End ($) (1)
            Name                 Exercisable (1)      Unexercisable           Exercisable    Unexercisable
            ----                 ---------------      -------------           -----------    -------------
<S>                                          <C>               <C>               <C>               <C>
   Daniel J. Dorman                          -0-               -0-                $-0-              $-0-
   Jeffrey K. Crowell                        -0-               -0-                $-0-              $-0-
</TABLE>

         (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.

         Employment Agreement

          None of the Named Executives 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 as 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


                                       10
<PAGE>

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.

          The Company had a 1993 Directors Stock Option Plan (the "Directors
Plan"). Pursuant to the provisions of the Directors Plan, each director was
automatically and without discretion awarded options to purchase 900 shares of
Common Stock (as adjusted for the one-for-five reverse stock split), with an
exercise price equal to 110% of the fair market value per share on the grant
date every three years. The options are exercisable annually in increments of 33
1/3% beginning on the grant date, the first anniversary of the date of the grant
and the second anniversary of the grant. All options granted under the Directors
Plan expire on the fifth anniversary of the date the option was granted. The
ability to exercise these options may be accelerated in the event of a change in
control of the Company (as defined in the Directors Plan). No options were
granted in the last two years. The Directors Option Plan was terminated
effective April 1, 2004.

ITEM 11  .      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The following table sets forth information as of December 31, 2004
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.

<TABLE>
<CAPTION>
                                                   Number of Shares
              Name                                Beneficially Owned                    Percent of Class (2)
              ----                                ------------------                    --------------------
<S>                                                   <C>                                       <C>
      Directors and Management:
          Daniel J. Dorman (1)                        5,248,257                                 62.50%
          Lawrence J. De Fiore                             -0-                                   0.00%
          Matthew S. Galvez                                -0-                                   0.00%
          All directors and executive
            officers as group (3 persons)             5,248,257                                 62.50%

      5% Owners:
          Daniel J. Dorman (1)                        5,248,257                                 62.50%
</TABLE>

(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,
      2004. 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


                                       11
<PAGE>

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.


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, 2004.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The Company's former independent registered public accounting firm, 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 registered public accounting firm on May 18, 2004. The
Company's new independent registered public accounting firm, Plante & Moran
PLLC, was engaged effective July 16, 2004. Fees paid to the former and current
auditors during 2003 and 2004 are as follows:

<TABLE>
<CAPTION>
                                        Grant Thornton LLP              Plante & Moran PLLC

                                        2003             2004                  2004
                                        ----             ----                  ----
<S>                                   <C>                <C>                  <C>
         Audit Fees                   $75,000            $-0-                 $6,275
         Audit Related Fees             5,000            5,000                  -0-
         Tax Fees                      25,000             -0-                   -0-
         All Other Fees                  -0-              -0-                   -0-
</TABLE>

         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.

         Tax Fees. This category includes fees paid to Grant Thornton for their
         preparation of amended Michigan Single Business Tax returns for
         Nematron and A-OK Controls Engineering for tax years 1998, 1999 and
         2000 during 2003.

         All Other Fees.  There were no other fees paid.

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


                                       12
<PAGE>

         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 audit committee was
disbanded because the Company's new Board of Directors for the public shell
consisted of only three members, one of which is the Company's new President and
Chief Executive Officer. 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 audit as of
December 31, 2004.

                                   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 the President and CEO and Principal Financial Officer:

/s/ Daniel J. Dorman                                      Dated:  March 30, 2005
------------------------------------------------                  --------------
Daniel J. Dorman, President and CEO
  and Principal Financial Officer

By the Board of Directors:

/s/ Laurence J. De Fiore                                  Dated:  March 30, 2005
------------------------------------------------                  --------------
Laurence J. De Fiore, Director

  /s/ Matthew S. Galvez                                   Dated:  March 30, 2005
------------------------------------------------                  --------------
Matthew S. Galvez, Director


                                       13
<PAGE>

                              SANDSTON CORPORATION

                                INDEX TO EXHIBITS
Exhibit
Number                           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 the
                quarterly period ended September 30, 1999 and incorporated
                herein by reference.

3.02            Amended and Restated Bylaws, as amended, filed as Exhibit 3.02
                to the Registrant's Form 10-KSB for the year ended December 31,
                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 Grant Thornton LLP*

23.02           Consent of Grant 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.



                                       14
<PAGE>

                        CONSOLIDATED FINANCIAL STATEMENTS
                                  AND REPORT OF
                     INDEPENDENT REGISTERED ACCOUNTING FIRM

                              SANDSTON CORPORATION

                           DECEMBER 31, 2004 AND 2003




<PAGE>


                              SANDSTON CORPORATION

                                Table of Contents



                                                                      Page

Report of Independent Registered Accounting Firm - 2004               F-2

Report of Independent Registered Public Accounting Firm - 2003        F-3

Balance Sheet as of December 31, 2004                                 F-4

Consolidated Statements of Operations for the years ended
December 31, 2004 and 2003                                            F-5

Consolidated Statement of Stockholders' Equity (Deficit) for the
years ended December 31, 2004 and 2003                                F-6

Consolidated Statements of Cash Flows for the years ended
December 31, 2004 and 2003                                            F-7

Notes to Financial Statements                                      F-8 to F-18


                                      F-1
<PAGE>

                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, 2004, and the related statements of operations, stockholders'
equity, and cash flows for the year ended December 31, 2004. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 audit provides 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, 2004, and the results of its operations and its cash flows for the
year ended December 31, 2004, in conformity with accounting principles generally
accepted in the United States of America.




 /s/ Plante & Moran PLLC

March 11, 2005
Auburn Hills, Michigan


                                      F-2
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
Sandston Corporation


We have audited the accompanying consolidated statements of operations,
stockholders' deficit and cash flows of Sandston Corporation (formerly Nematron
Corporation and Subsidiaries) for the year ended December 31, 2003. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Sandston Corporation for the year ended December 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.


/s/ Grant Thornton LLP


Southfield, Michigan

March 12, 2004, except as to the effect of
the reclassification of 2003 amounts for
discontinued operations discussed in Note
3 for which the date is March 29, 2005


                                       F-3

<PAGE>

                              SANDSTON CORPORATION
                                  BALANCE SHEET
                                DECEMBER 31, 2004

                                     ASSETS

Current assets- Cash                                             $     42,286
                                                                 ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                            $      9,872
     Accrued liabilities                                                2,000
                                                                 ------------
                Total current liabilities                              11,872
Stockholders' equity:
     Common stock, no par value; 30,000,000 shares authorized;
         8,396,981 shares outstanding                              33,679,784
     Accumulated deficit                                          (33,649,370)
                                                                 ------------
             Total stockholders' equity                                30,414
                                                                 ------------

             Total liabilities and stockholders' equity          $     42,286
                                                                 ============


See accompanying notes to financial statements.


                                      F-4
<PAGE>

                              SANDSTON CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2004


<TABLE>
<CAPTION>
                                                             Year Ended December 31,
                                                              2003            2004
                                                          ------------    ------------
<S>                                                       <C>             <C>
Net revenue                                               $         --    $         --

General and administrative expenses                                 --          49,586
                                                          ------------    ------------

             Operating loss from continuing operations              --         (49,586)
Income taxes                                                        --              --
                                                          ------------    ------------
Loss from continuing operations                                     --         (49,586)
Discontinued operations (Note 3):
     Loss from operations of discontinued component         (2,925,187)       (615,770)
     Gain on sale of discontinued operations                        --       3,789,352
                                                          ------------    ------------

             Income (loss) from discontinued operations     (2,925,187)      3,173,582
                                                          ------------    ------------

             Net income (loss)                            $ (2,925,187)   $  3,123,996
                                                          ============    ============

Loss per share - basic and diluted (Note 5):

      Continuing operations                               $      (0.00)   $      (0.01)
                                                          ============    ============

      Discontinued operations                             $      (0.93)   $       0.45
                                                          ============    ============
</TABLE>


See accompanying notes to financial statements.


                                      F-5
<PAGE>

                              SANDSTON CORPORATION
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2004

<TABLE>
<CAPTION>
                                                                          Accumulated
                                                  Common Stock           Comprehensive
                                                  ------------            Income (Loss)    Accumulated
                                             Shares          Amount        Adjustment        Deficit          Total
                                          ------------    ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>             <C>
Balance, January 1, 2003                     3,148,724    $ 33,246,346    $     25,645    $(33,848,179)   $   (576,188)

Beneficial conversion feature of
     convertible subordinated notes and
     warrants                                                  383,438                                         383,438
Comprehensive loss:
     Net loss for the year ended
         December 31, 2003                                                                  (2,925,187)     (2,925,187)
     Foreign currency translation
         adjustment                                                            (90,402)                        (90,402)
                                                                                                          ------------
Total comprehensive loss                                                                                    (3,015,589)
                                          ------------    ------------    ------------    ------------    ------------

Balance, December 31, 2003                   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                                          50,000
Comprehensive income:
     Net income for the year ended
         December 31, 2004                                                                   3,123,996       3,123,996
     Foreign currency translation
         adjustment                                                             64,757                          64,757
                                                                                                          ------------
Total comprehensive income                                                                                   3,188,753
                                          ------------    ------------    ------------    ------------    ------------

Balance, December 31, 2004                   8,396,981    $ 33,679,784    $         --    $(33,649,370)   $     30,414
                                          ============    ============    ============    ============    ============
</TABLE>



See accompanying notes to financial statements.


                                      F-6
<PAGE>

                      SANDSTON CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2004

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                                             2003            2004
                                                                         ------------    ------------
<S>                                                                      <C>             <C>
Cash flows from operating activities:
    Net income (loss)                                                    $ (2,925,187)   $  3,123,996
    Adjustments to reconcile net income (loss) to net cash flows
       used in operating activities:
           Gain on disposal of net assets of discontinued operations               --      (3,789,352)
           Net change in operating assets of discontinued operations        1,375,329         493,219
           Changes in assets and liabilities that provided cash:
              Accounts payable                                                     --           9,872
              Accrued liabilities                                                  --           2,000
                                                                         ------------    ------------
                  Net cash used in operating activities                    (1,549,858)       (160,265)
Cash flows from investing activities:
    Net investing cash flows used in discontinued operations                  (22,259)       (230,230)
                                                                         ------------    ------------
                  Net cash used in investing activities                       (22,259)       (230,230)
Cash flows from financing activities:
    Issuance of common stock                                                       --          50,000
    Net financing cash flows from discontinued operations                   1,765,856         188,934
                                                                         ------------    ------------
                  Net cash provided by financing activities                 1,765,856         238,934

Foreign currency translation - discontinued operations                        (90,402)        (13,292)
                                                                         ------------    ------------

Net increase (decrease) in cash and cash equivalents                          103,337        (164,853)
Cash at beginning of year                                                     103,802         207,139
                                                                         ------------    ------------

Cash at end of year                                                      $    207,139    $     42,286
                                                                         ============    ============

Supplemental Disclosures of Cash Flow Information:
    Cash paid for interest by discontinued operations                    $    382,302    $    202,566
    Cash paid for income taxes                                           $         --    $         --

Non-cash financing and investing activities: Disposal of net assets of
    discontinued operations:
         Sale price - liabilities assumed by purchaser                                   $ 13,485,268
         Cash transferred                                                                    (198,664)
         All other assets sold                                                             (9,497,252)
                                                                                         ------------
         Gain on sale of assets and liabilities                                          $  3,789,352
                                                                                         ============
</TABLE>

See accompanying notes to financial statements.


                                      F-7
<PAGE>

                              SANDSTON CORPORATION
                          Notes to Financial Statements
                           December 31, 2003 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 $20 million and $250 million;
      value added manufacturing, distribution and business services; fragmented
      industries; experienced management; and consistent historical financial
      performance. The Company has yet to acquire, or enter into an agreement to
      acquire, any company.

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

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


                                      F-8
<PAGE>

                              SANDSTON CORPORATION
                          Notes to Financial Statements
                           December 31, 2003 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. The
      following table illustrates for the year ended December 31, 2003 the
      effect on net loss from discontinued operations and loss per share from
      discontinued operations, adjusted for the five-for-one reverse stock
      split, 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:

<TABLE>
<CAPTION>
       <S>                                                              <C>
       Net loss from discontinued operations:
            As reported                                                 $(2,925,187)
            Deduct: Total stock-based employee compensation expense
              determined under the fair values method for all awards       (151,454)
                                                                        -----------
            Pro forma loss from discontinued operations                 $(3,076,641)
                                                                        ===========
       Net loss from discontinued operations per share:
            As reported                                                     $(0.93)
            Pro forma                                                       $(0.98)
</TABLE>

      No options were granted in 2003 or 2004.

      Foreign Currency Translation

      The assets and liabilities of the Company's foreign subsidiaries at
      December 31, 2003 were denominated in foreign currencies and were
      translated into United States dollars at exchange rates in effect on that
      date. These foreign subsidiaries' revenue and expenses prior to the Net
      Asset Sale on March 31, 2004 were translated into United States dollars
      using a weighted average exchange rate during the periods presented. Gains
      or losses resulting from translating foreign currency financial statements
      into United States dollars were recorded as a separate component of
      stockholders' equity. Gains or losses resulting from foreign currency
      transactions are not significant and included in net loss from
      discontinued operations.


                                      F-9
<PAGE>

                              SANDSTON CORPORATION
                          Notes to Financial Statements
                           December 31, 2003 and 2004

      Revenue Recognition

      The Company recognized revenue for its discontinued operations using
      varying methods based upon the revenue type. A summary of revenue types
      and the method of recognizing revenues are as follows:

<TABLE>
<CAPTION>
                  Revenue Type                                       Revenue Recognition Method
                  ------------                                       --------------------------
         <S>                                           <C>
         Hardware product sales                        Upon delivery, when collection is probable
         Application and other services,               As the services are performed, when collection is
           including repairs of computers              probable
         Extended warranty agreements                  Ratably over the terms of the agreement with the
           covering software                           customer
         Software license agreements                   Deferred until all conditions in Statement of Position
                                                       97-2, Software Revenue Recognition ("SOP 97-2") were
                                                       met.  Such conditions include the delivery of the
                                                       product, the performance of all obligations so that
                                                       remaining obligations are no longer significant, and
                                                       collectibility is probable
         Bundled products (hardware products           Deferred until all conditions in SOP 97-2 are met
          pre-loaded with software covered by
          license agreements)
         Systems sales (bundled products plus          Deferred until all conditions in SOP 97-2 are met
          post sale support activities)
</TABLE>

      The Company's discontinued operations had certain programs that, under
      specified terms and limited conditions, enable its distributors to return
      limited amounts of product. The effect of these programs, which is not a
      material amount, were estimated, and current period revenues and cost of
      revenues included in discontinued operations were reduced accordingly.

      Research and Development Costs

      Research and development costs of discontinued operations were expensed
      when incurred. These costs included certain engineering wages, fringe
      benefits, and direct costs. Hardware and software engineering costs have
      been included in the accompanying statements of operations as components
      of discontinued operations. Research and development costs included in
      discontinued operations were $1,409,000 and $121,000 for the years ended
      December 31, 2003 and 2004, respectively.

      Income Taxes

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


                                      F-10
<PAGE>

                              SANDSTON CORPORATION
                          Notes to Financial Statements
                           December 31, 2003 and 2004

      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 2003 and 2004.

      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 net losses were
      incurred in the year ended December 31, 2003, no conversion of dilutive
      stock options and warrants was assumed in the loss per share calculation,
      as the effect would be anti-dilutive. For the year ended December 31,
      2004, all outstanding stock options and warrants were cancelled effective
      with the Net Asset Sale, and therefore, no conversion of dilutive stock
      options and warrants was assumed.

      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.
      Estimates were used in the determination the following items as of
      December 31, 2003: the allowance for doubtful accounts, reserves for
      obsolete and slow-moving inventory, the amount of software development
      costs capitalized, if any, the net realizable value of capitalized
      software development costs, periods over which to charge depreciation of
      property and equipment and amortization of intangible assets, future
      outlays for warranty costs, amounts of future returns and price
      allowances, and carrying amounts of deferred tax assets and liabilities.


(3)   DISCONTINUED OPERATIONS

      As discussed in Note 1, on March 31, 2004 the Company completed the 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 intangible assets 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.


                                      F-11
<PAGE>

                              SANDSTON CORPORATION
                          Notes to Financial Statements
                           December 31, 2003 and 2004

<TABLE>
<CAPTION>
       <S>                                                                          <C>
       A summary of the gain resulting from the Net Asset Sale is as follows:
         Disposal of net assets of discontinued operations:
                Sale price - liabilities assumed by purchaser                       $13,485,268
                Cash transferred                                                       (198,664)
                All other assets sold                                                (9,497,252)
                                                                                     ----------
                Gain on sale of assets and liabilities                               $3,789,352
                                                                                     ==========
</TABLE>

A summary of discontinued operations for the years ended December 31, 2003 and
2004 is as follows:

                                        Year Ended December 31,
                                        -----------------------
                                         2003            2004
                                     ------------    ------------

Net revenue                          $ 13,536,877    $  3,478,720
Cost of sales                          10,391,454       2,663,186
                                     ------------    ------------
    Gross margin                        3,145,423         815,534
Operating expenses                      4,740,356       1,196,541
                                     ------------    ------------
    Operating loss                     (1,594,933)       (381,007)
Other expenses, primarily interest     (1,330,254)       (234,763)
                                     ------------    ------------
Loss before income taxes               (2,925,187)       (615,770)
Income taxes                                   --              --
                                     ------------    ------------

Loss from operations of
    discontinued component           $ (2,925,187)   $   (615,770)
                                     ============    ============


(4)   TAXES ON INCOME

      Income tax expense consists of the following:

                                                  Year Ended December 31,
                                                  -----------------------
                                                  2003           2004
                                              ------------   ------------
      Current:
           Continuing operations              $        -0-   $        -0-
           Discontinued operations                     -0-        650,000
                                              ------------   ------------
                                                       -0-        650,000
      Deferred:
           Continuing operations              $        -0-   $        -0-
           Discontinued operations                     -0-       (650,000)
                                              ------------   ------------
                                                       -0-       (650,000)
                                              ------------   ------------
      Total                                   $        -0-   $        -0-
                                              ============   ============


                                      F-12
<PAGE>

                              SANDSTON CORPORATION
                          Notes to Financial Statements
                           December 31, 2003 and 2004

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

<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                                                -----------------------
                                                                2003             2004
                                                            ------------     ------------
<S>                                                         <C>              <C>
      Continuing operations:
           Income tax at statutory rates                             0.0%           (34.0)%
           Change in valuation allowance                             0.0%            34.0%
                                                            ------------     ------------
                                                                     0.0%             0.0%
      Discontinued operations:
           Income tax at statutory rates                           (34.0)%           34.0%
           Change in valuation allowance                            34.0%           (34.0)%
                                                            ------------     ------------
           Utilization of net operating loss carryforward            0.0%             0.0%
                                                            ------------     ------------

      Total                                                          0.0%             0.0%
                                                            ============     ============
</TABLE>

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

      As of December 31, 2003, the Company had net operating loss carryforwards
      totaling approximately $29.4 million and expiring at various dates from
      2005 to 2004. The resulting gross deferred tax asset of approximately $10
      million at that date was fully offset by a valuation allowance due to
      uncertainy of realization of those deferred tax assets. 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 apply 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, 2004, the Company has net operating loss carryforwards of
      approximately $75,000 that can be used to offset future taxable income,
      resulting in gross deferred tax assets of approximately $26,000. These
      loss carryforwards expire through 2024. 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, 2004, a valuation allowance has been
      recognized for the entire amount of the Company's net deferred tax assets.


(5)   LOSS PER SHARE

      The weighted average shares outstanding used in computing loss per share,
      as adjusted for the five-for-one reverse stock split was 3,148,894 in 2003


                                      F-13
<PAGE>

                              SANDSTON CORPORATION
                          Notes to Financial Statements
                           December 31, 2003 and 2004

      and 7,088,682 in 2004. Prior to the approval by the Board of Directors and
      shareholders of a five-for-one reverse stock split on April 1, 2004, there
      were 15,744,472 shares outstanding.

      For the year ended December 31, 2003, outstanding options, totaling
      355,270 options with expiration dates from 2005 to 2011, and outstanding
      warrants, totaling 1,491,267 warrants with expiration dates from 2006 to
      2008, were not included in the computation of diluted loss per share
      because the inclusion of such securities was antidilutive. 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 one-for-five 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


                                      F-14
<PAGE>

                              SANDSTON CORPORATION
                          Notes to Financial Statements
                           December 31, 2003 and 2004

      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, 2004.

      Directors Option Plan

      The Company's 1993 Directors Stock Option Plan (the "Directors Option
      Plan") provided 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, 2003 and 2004, is as follows:

<TABLE>
<CAPTION>
                                         Outstanding                    Exercisable
                                 -----------------------------  -----------------------------
                                                   Weighted                       Weighted        Number
                                    Number          Average        Number         Average       Available
                                 Outstanding    Exercise Price   Exercisable   Exercise Price   For Grant
                                 ------------                   ------------                   ------------

      <S>                        <C>             <C>            <C>             <C>            <C>
      Balance, 1-1-2003               409,506    $       8.60        340,887    $       9.25        233,335
      Granted                              --                                                            --
      Exercisable                                                     36,101    $       6.06
      Exercised                            --                                                            --
      Forfeited                       (48,236)   $      14.44        (45,052)   $      15.12         48,236
      Effect of plan provision
      limiting awards                      --                             --                       (102,991)
                                 ------------                   ------------                   ------------
      Balance, 12-31-2003             355,270    $       7.81        331,936    $       8.06        171,920
      Granted                              --                                                            --
      Exercisable                                                         --
      Exercised                            --                                                            --
      Cancelled and forfeited        (355,270)   $       7.81       (331,936)   $       8.06         98,880
                                 ------------                   ------------                   ------------
      Balance, 12-31-2004                  --                             --                        270,800
                                 ============                   ============                   ============
</TABLE>



      401(k) Plan and Trust

      The Company had established defined-contribution retirement plans for all
      eligible employees. Effective January 1, 2002, Nematron and A-OK Controls
      merged their 401(k) plans into one plan covering all eligible employees.
      Under the combined plan, the Company may make a basic matching
      contribution and a discretionary contribution to the 401(k) plan. The
      Company made no matching contributions to the combined plan in 2003.


                                      F-15
<PAGE>

                              SANDSTON CORPORATION
                          Notes to Financial Statements
                           December 31, 2003 and 2004

      The Company's Optimation subsidiary sponsored a Savings Incentive Match
      Plan for Employees of Small Employers ("SIMPLE Plan") under section 408(p)
      of the Internal Revenue Code. Under the SIMPLE Plan, all employees who
      receive at least $4,000 in compensation are eligible to participate in the
      plan, and employee deferrals and employer matching contributions, up to a
      maximum of 3% of each participant's compensation, are contributed to each
      employee's SIMPLE IRA. The Company's contributions to the SIMPLE Plan were
      $7,700 for the year ended December 31, 2003.

      Pursuant to the Net Asset Sale, all obligations under both plans described
      above were transferred to the Purchaser, and the continuing entity has no
      retirement plans.


(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.
<PAGE>
<TABLE>
<CAPTION>
                     Issue               10% Note         14% Note         8% Note         Total
                                       ------------     ------------       ----------     ----------
            <S>                        <C>              <C>                <C>            <C>
           Issue                         March 2001     Oct. 2001 to       March 2002
           dates                                           July 2003

           Exercise price              $       0.45            $0.50           $0.50
           Original expiration dates     March 2006     Oct. 2006 to       March 2006
                                                           July 2008
           Balance 1-01-2003                160,000          658,267          140,000        958,267
           Issued                                --          533,000               -         533,000
                                       ------------     ------------       ----------     ----------
           Balance 12-31-2003               160,000        1,191,267          140,000      1,491,267
           Cancelled                       (160,000)      (1,191,267)        (140,000)    (1,491,267)
                                       ------------     ------------       ----------     ----------
           Balance 12-31-2004                    --               --               --             --
                                       ============     ============       ==========     ==========
</TABLE>


(8)   COMMITMENTS AND CONTINGENCIES

      The Company leased 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
      under operating leases. The leases on the facilities have been assumed by
      the Purchaser, and the Company has no lease commitments as of December 31,
      2004.

      Total rental expense included in the results of discontinued operations
      for the years ended December 31, 2003 and 2004 is as follows:


                                      F-16
<PAGE>

                              SANDSTON CORPORATION
                          Notes to Financial Statements
                           December 31, 2003 and 2004

<TABLE>
<CAPTION>

                                       Related Party          Third Party
       Year ending December 31,            Leases               Leases               Total
       <S>                             <C>                    <C>                   <C>
                  2003                       $496,700             $143,000          $639,700
                  2004                        124,200               36,000           160,200
</TABLE>

(9)   SEGMENT INFORMATION

      The Company operated in one market segment - factory automation. A summary
      of the net revenues of discontinued operations, including export sales to
      various countries, is as follows:

                                            Year Ended December 31,
                                            -----------------------
                                             2003           2004
                                         ------------   ------------
      Foreign:
          France                         $  1,128,098   $    437,609
          Other countries                   2,020,386        454,941
                                         ------------   ------------
                 Total foreign revenue      3,148,484        892,550
      United States                        10,388,393      2,586,170
                                         ------------   ------------

      Total revenue                      $ 13,536,877   $  3,478,720
                                         ============   ============


(10)  SIGNIFICANT CUSTOMER

      The Company conducted its discontinued business through distributors, end
      users and other entities under purchase orders, supply contracts and other
      agreements. The Company had one significant customer in 2003 and 2004 that
      accounted for $5,014,000 and $1,320,000 of revenue, respectively. Accounts
      receivable from that customer totaled $1,002,000 at December 31, 2003.


                                      F-17
<PAGE>

                              SANDSTON CORPORATION
                          Notes to Financial Statements
                           December 31, 2003 and 2004

(11)  QUARTERLY OPERATING RESULTS

      Results of operations for each of the quarterly periods in the years ended
      December 31, 2003 and 2004 are as follows:

<TABLE>
<CAPTION>
                                                   Year Ended December 31, 2003
                            ----------------------------------------------------------------------------
                            1st Quarter     2nd Quarter     3rd Quarter     4th Quarter        Total
                            ------------    ------------    ------------    ------------    ------------
<S>                         <C>             <C>             <C>             <C>             <C>
Continuing operations:
  Revenues                  $         --    $         --    $         --    $         --    $         --
  General and administra-
    tive expenses                     --              --              --              --              --
                            ------------    ------------    ------------    ------------    ------------
Operating loss from
continuing operations                 --              --              --              --              --
Discontinued operations:
  Loss from operations          (799,553)       (671,181)       (706,767)       (747,686)     (2,925,187)
                            ------------    ------------    ------------    ------------    ------------
Net loss                    $   (799,553)   $   (671,181)   $   (706,767)   $   (747,686)   $ (2,925,187)
                            ============    ============    ============    ============    ============
Loss per share from
discontinued operations -
basic and diluted           $      (0.25)   $      (0.21)   $      (0.22)   $      (0.25)   $      (0.93)
                            ============    ============    ============    ============    ============
</TABLE>

<TABLE>
<CAPTION>
                                                  Year Ended December 31, 2004
                            ----------------------------------------------------------------------------
<S>                         <C>             <C>             <C>             <C>             <C>
Revenues                    $         --    $         --    $         --    $         --    $         --
General and
administrative expenses               --          31,716           8,712           9,157          49,585
                            ------------    ------------    ------------    ------------    ------------
Operating loss from
continuing operations                 --         (31,716)         (8,712)         (9,157)        (49,585)
Discontinued operations:
  Loss from operations          (615,770)             --              --              --        (615,770)
  Gain on sale                 3,789,352              --              --              --       3,789,352
                            ------------    ------------    ------------    ------------    ------------
  Income (loss) from
  discontinued operations      3,173,582              --              --              --       3,173,582
                            ------------    ------------    ------------    ------------    ------------
Net income (loss)           $  3,173,582    $    (31,716)   $     (8,712)   $     (9,157)   $  3,123,997
                            ============    ============    ============    ============    ============
Loss per share - basic
and diluted:
  Continuing operations     $         --    $         --    $         --    $         --    $       0.01
  Discontinued operations   $       0.45    $         --    $         --    $         --    $       0.45
</TABLE>

                                      F-18