Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 13, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | SANDSTON CORP | |
Entity Central Index Key | 0000892832 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Trading Symbol | SDON | |
Entity Common Stock, Shares Outstanding | 17,031,161 | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Small Business | true |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 197 | $ 209 |
Total assets | 197 | 209 |
Current liabilities: | ||
Accounts payable | 26,245 | 23,507 |
Total current liabilities | 26,245 | 23,507 |
Shareholders' equity (deficit): | ||
Common stock, no par value, 30,000,000 shares authorized, 17,031,161 shares outstanding at September 30, 2019 and 16,665,661 shares outstanding at December 31, 2018 | 33,965,869 | 33,951,249 |
Accumulated deficit | (33,991,917) | (33,974,547) |
Total stockholders' equity (deficit) | (26,048) | (23,298) |
Total liabilities and stockholders' equity (deficit) | $ 197 | $ 209 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Condensed Balance Sheet | ||
Common Stock, No Par Value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares, outstanding | 17,031,161 | 16,665,661 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Statements of Operations | ||||
Net revenues | $ 0 | $ 0 | $ 0 | $ 0 |
General and administrative expenses | 3,043 | 2,931 | 17,370 | 16,959 |
Loss before income taxes | (3,043) | (2,931) | (17,370) | (16,959) |
Income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (3,043) | $ (2,931) | $ (17,370) | $ (16,959) |
Loss per share amounts - basic and diluted (Note 2): | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted (Note 2): | 17,031,161 | 16,586,561 | 16,925,679 | 16,453,656 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||||||
Net loss | $ (3,043) | $ (11,263) | $ (2,931) | $ (11,111) | $ (17,370) | $ (16,959) |
Changes in assets and liabilities that provided (used) cash: | ||||||
Accounts payable | 2,738 | 2,730 | ||||
Net cash used in operating activities | (14,632) | (14,229) | ||||
Cash flows from financing activities | ||||||
Sale of common stock | 14,620 | 14,177 | ||||
Net decrease in cash | (12) | (52) | ||||
Cash at beginning of period | $ 209 | $ 270 | 209 | 270 | ||
Cash at end of period | $ 197 | $ 218 | 197 | 218 | ||
Supplemental disclosures of cash flow information: | ||||||
Cash paid for interest | 0 | 0 | ||||
Cash paid for income taxes | $ 0 | $ 0 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity - USD ($) | Common Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 33,933,117 | $ (33,954,673) | $ (21,556) |
Balance (in shares) at Dec. 31, 2017 | 16,141,303 | ||
Sale of common stock | $ 10,900 | 10,900 | |
Sale of common stock (in shares) | 363,333 | ||
Net loss | (11,111) | (11,111) | |
Balance at Mar. 31, 2018 | $ 33,944,017 | (33,965,784) | (21,767) |
Balance (in shares) at Mar. 31, 2018 | 16,504,636 | ||
Balance at Dec. 31, 2017 | $ 33,933,117 | (33,954,673) | (21,556) |
Balance (in shares) at Dec. 31, 2017 | 16,141,303 | ||
Net loss | (16,959) | ||
Balance at Sep. 30, 2018 | $ 33,947,294 | (33,971,632) | (24,338) |
Balance (in shares) at Sep. 30, 2018 | 16,586,561 | ||
Balance at Mar. 31, 2018 | $ 33,944,017 | (33,965,784) | (21,767) |
Balance (in shares) at Mar. 31, 2018 | 16,504,636 | ||
Sale of common stock | $ 3,277 | 3,277 | |
Sale of common stock (in shares) | 81,925 | ||
Net loss | (2,917) | (2,917) | |
Balance at Jun. 30, 2018 | $ 33,947,294 | (33,968,701) | (21,407) |
Balance (in shares) at Jun. 30, 2018 | 16,586,561 | ||
Net loss | (2,931) | (2,931) | |
Balance at Sep. 30, 2018 | $ 33,947,294 | (33,971,632) | (24,338) |
Balance (in shares) at Sep. 30, 2018 | 16,586,561 | ||
Balance at Dec. 31, 2018 | $ 33,951,249 | (33,974,547) | (23,298) |
Balance (in shares) at Dec. 31, 2018 | 16,665,661 | ||
Sale of common stock | $ 12,581 | 12,581 | |
Sale of common stock (in shares) | 314,525 | ||
Net loss | (11,263) | (11,263) | |
Balance at Mar. 31, 2019 | $ 33,963,830 | (33,985,810) | (21,980) |
Balance (in shares) at Mar. 31, 2019 | 16,980,186 | ||
Balance at Dec. 31, 2018 | $ 33,951,249 | (33,974,547) | (23,298) |
Balance (in shares) at Dec. 31, 2018 | 16,665,661 | ||
Net loss | (17,370) | ||
Balance at Sep. 30, 2019 | $ 33,965,869 | (33,991,917) | (26,048) |
Balance (in shares) at Sep. 30, 2019 | 17,031,161 | ||
Balance at Mar. 31, 2019 | $ 33,963,830 | (33,985,810) | (21,980) |
Balance (in shares) at Mar. 31, 2019 | 16,980,186 | ||
Sale of common stock | $ 2,039 | 2,039 | |
Sale of common stock (in shares) | 50,975 | ||
Net loss | (3,064) | (3,064) | |
Balance at Jun. 30, 2019 | $ 33,965,869 | (33,988,874) | (23,005) |
Balance (in shares) at Jun. 30, 2019 | 17,031,161 | ||
Net loss | (3,043) | (3,043) | |
Balance at Sep. 30, 2019 | $ 33,965,869 | $ (33,991,917) | $ (26,048) |
Balance (in shares) at Sep. 30, 2019 | 17,031,161 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation | |
Basis of Presentation | Note 1 – Basis of Presentation Pursuant to a recommendation of the Company’s Board of Directors and approval by its shareholders on January 13, 2004, the Company sold to NC Acquisition Corporation (the "Purchaser") on March 31, 2004 all of its tangible and intangible assets, including its real estate, accounts, equipment, intellectual property, inventory, subsidiaries, goodwill, and other intangibles, except for $30,000 in cash, (the "Net Asset Sale"). The Purchaser also assumed all of the Company’s liabilities pursuant to the Net Asset Sale. Following the Net Asset Sale, the Company’s only remaining assets were $30,000 in cash and it had no liabilities. It also retained no subsidiaries. On April 1, 2004 the Company amended its Articles of Incorporation to change its name from Nematron Corporation to Sandston Corporation (the “Company”) and to implement a shareholder approved one-for-five reverse stock split of the Company’s common stock, whereby every five issued and outstanding shares of the Company’s common stock became one share. On April 1, 2004 the Company also sold a total of 5,248,257 post-split shares to Dorman Industries, LLC (“Dorman Industries”) for $50,000. Dorman Industries is a Michigan Limited Liability Company wholly owned by Mr. Daniel J. Dorman, the Company’s Chairman of the Board, President and Principal Accounting Officer. Pursuant to its purchase of these shares, Dorman Industries became the owner of 62.50% of the then outstanding common stock of the Company. On December 21, 2006, the Company sold 2,400,000 post-split shares to two board members and Patricia A. Dorman, Mr. Dorman's wife, for $120,000. From 2010 through 2019, the Company has made subsequent sales of common stock to Dorman Industries in order to raise cash to pay operating expenses. Shares issued and proceeds are as follows: Periods Shares Proceeds December 2006 2,400,000 120,000 December 2010 to December 2017 5,344,323 133,333 March, May, and October 2018 524,358 18,132 March, April and May 2019 365,500 14,620 Total 8,634,181 286,085 Dorman Industries is currently the beneficial owner of 67.42% of the Company’s outstanding common stock. Mr. Dorman’s wife, is the beneficial owner of an additional 3.52% of the Company’s outstanding common stock. Effective April 1, 2004, the Company became a "public shell" corporation. The Company intends to build long-term shareholder value by acquiring and/or investing in and operating strategically positioned companies. The Company expects to target companies in multiple industry groups. The Company has yet to acquire, or enter into an agreement to acquire, any company or entity. During the period prior to the Net Asset Sale, the Company’s businesses included 1) the design, manufacture, and marketing of environmentally ruggedized computers and computer displays known as industrial workstations; 2) the design, development and marketing of software for 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. Liquidity and Management Plans The Company became a "public shell" corporation on April 1, 2004 following the Net Asset Sale and since that date its operational activities have been limited to considering sundry and various acquisition opportunities, and its financial activities have been limited to administrative activities and incurring expenditures for accounting, legal, filing, printing, office and auditing services. These expenditures have been paid with the $30,000 cash retained from the businesses that were sold, from $50,000 of proceeds from the sale of common stock on April 1, 2004 to Dorman Industries and from $286,085 of proceeds from the sale of stock since that date to certain accredited investors, including Dorman Industries. As reflected in the accompanying balance sheet at September 30, 2019, cash totals $197. Based on such balance and management’s forecast of activity levels during the period that it may remain a “public shell” corporation, management believes that it will have to again sell through private placement a number of additional shares of common stock to generate sufficient cash to pay its current liabilities and its administrative expenses as such expenses become due in 2019. If the Company has not identified and consummated an acquisition by that date, the Company will need to obtain additional funds to maintain its administrative activities as a public shell company. Management intends to obtain such administrative funds from Dorman Industries in the form of loans or through equity sales in an amount sufficient to sustain operations at their current level. Dorman Industries owns 67.42% of the Company’s outstanding common stock. There can be no assurance that Dorman Industries or any other party will advance needed funds on any terms. The Company has not identified as yet potential acquisition candidates, the acquisition of which would mean that the Company would cease being a “public shell” and begin operating activities. In the opinion of management, all adjustments considered necessary for a fair presentation of the consolidated financial statements for the interim periods have been included. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest annual report on Form 10‑K. The results of the operations for the three- and nine-month periods ended September 30, 2019 and 2018 are not necessarily indicative of the results to be expected for the full year. Additionally, since the Net Asset Sale, which was effective April 1, 2004, the Company has had no revenue generating activities. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share | |
Earnings per Share | Note 2 – Earnings per Share The weighted average shares outstanding have been used in computing basic loss per share for the three- and nine-month periods ended September 30, 2019 and 2018. The Company has no dilutive securities. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation | |
Schedule of sales of common stock | On December 21, 2006, the Company sold 2,400,000 post-split shares to two board members and Patricia A. Dorman, Mr. Dorman's wife, for $120,000. From 2010 through 2019, the Company has made subsequent sales of common stock to Dorman Industries in order to raise cash to pay operating expenses. Shares issued and proceeds are as follows: Periods Shares Proceeds December 2006 2,400,000 120,000 December 2010 to December 2017 5,344,323 133,333 March, May, and October 2018 524,358 18,132 March, April and May 2019 365,500 14,620 Total 8,634,181 286,085 |
Basis of Presentation - Shares
Basis of Presentation - Shares issued and proceeds (Details) - Dorman Industries - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 85 Months Ended | 168 Months Ended |
Dec. 31, 2006 | May 31, 2019 | Oct. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
Basis of Presentation and Business [Line Items] | |||||
Sale Of Post Split Shares | 2,400,000 | 365,500 | 524,358 | 5,344,323 | 8,634,181 |
Sale Of Post Split Shares Value | $ 120,000 | $ 14,620 | $ 18,132 | $ 133,333 | $ 286,085 |
Basis of Presentation - Additio
Basis of Presentation - Additional information (Details) | Dec. 31, 2006USD ($)shares | Apr. 30, 2004USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Apr. 01, 2004 | Mar. 31, 2004USD ($) |
Basis of Presentation [Line Items] | |||||||
Cash | $ 197 | $ 209 | $ 30,000 | ||||
Reverse stock split | 0.20 | ||||||
Proceeds From Issuance Of Common Stock | $ 286,085 | $ 14,620 | $ 14,177 | ||||
Dorman Industries | |||||||
Basis of Presentation [Line Items] | |||||||
Sale Of Post Split Shares | shares | 5,248,257 | ||||||
Sale Of Post Split Shares Value | $ 50,000 | ||||||
Proceeds From Issuance Of Common Stock | 50,000 | ||||||
Noncontrolling Interest, Ownership Percentage By Parent | 67.42% | 62.50% | |||||
Payment for Discontinued Operations, Disposal Cost | $ 30,000 | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 67.42% | ||||||
Patricia A. Dorman | |||||||
Basis of Presentation [Line Items] | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 3.52% | ||||||
Two Board Members And Patricia A. Dorman [Member] | |||||||
Basis of Presentation [Line Items] | |||||||
Sale Of Post Split Shares | shares | 2,400,000 | ||||||
Sale Of Post Split Shares Value | $ 120,000 |