Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 27, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | SANDSTON CORP | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | 17,195,683 | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Public Float | $ 148,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 197 | $ 209 |
Total assets | 197 | 209 |
Current liabilities: | ||
Accounts payable | 23,926 | 23,507 |
Stockholders' equity (deficit): | ||
Common stock, no par value; 30,000,000 shares authorized; 17,195,683 and 16,665,661 shares issued and outstanding at December 31, 2019 and 2018 | 33,971,238 | 33,951,249 |
Accumulated deficit | (33,994,967) | (33,974,547) |
Total stockholders' equity (deficit) | (23,729) | (23,298) |
Total liabilities and stockholders' equity (deficit) | $ 197 | $ 209 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheets | ||
Common Stock, No Par Value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares, issued | 17,195,683 | 16,665,661 |
Common stock, shares, outstanding | 17,195,683 | 16,665,661 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Operations | ||
Net revenues | $ 0 | $ 0 |
General and administrative expenses | 20,420 | 19,874 |
Operating loss | (20,420) | (19,874) |
Income taxes | 0 | 0 |
Net loss | $ (20,420) | $ (19,874) |
Loss per share - basic and diluted (Note 2): | ||
Weighted average shares - basic and diluted (Note 2): | 16,974,868 | 16,501,501 |
Consolidated Statements of Stoc
Consolidated 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 | $ 18,132 | 18,132 | |
Sale of common stock (in shares) | 524,358 | ||
Net loss for the year ended December 31, 2018 | (19,874) | (19,874) | |
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 | $ 19,989 | 19,989 | |
Sale of common stock (in shares) | 530,022 | ||
Net loss for the year ended December 31, 2018 | (20,420) | (20,420) | |
Balance at Dec. 31, 2019 | $ 33,971,238 | $ (33,994,967) | $ (23,729) |
Balance (in shares) at Dec. 31, 2019 | 17,195,683 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (20,420) | $ (19,874) |
Change in current assets and liabilities that provided (used) cash: | ||
Accounts payable | 419 | 1,681 |
Net cash used in operating activities | (20,001) | (18,193) |
Cash flows from financing activities | ||
Cash flows from financing activities - sale of common stock | 19,989 | 18,132 |
Net decrease in cash and cash equivalents | (12) | (61) |
Cash at beginning of year | 209 | 270 |
Cash at end of year | 197 | 209 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Basis of Presentation and Busin
Basis of Presentation and Business | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation and Business | |
Basis of Presentation and Business | Sandston Corporation and Subsidiaries Notes to Consolidated Statements of Cash Flows For the Years Ended December 31, 2019 and 2018 Note 1 - Basis of Presentation and Business Pursuant to a recommendation of the Company’s Board of Directors and approval by its shareholders on January 13, 2004, the Company sold to NC Acquisition Corporation (the "Purchaser") on March 31, 2004 all of its tangible and intangible assets, including its real estate, accounts, equipment, intellectual property, inventory, subsidiaries, goodwill, and other intangibles, except for $30,000 in cash, (the "Net Asset Sale"). The Purchaser also assumed all of the Company’s liabilities pursuant to the Net Asset Sale. Following the Net Asset Sale, the Company’s only remaining assets were $30,000 in cash and it had no liabilities. It also retained no subsidiaries. On April 1, 2004 the Company amended its Articles of Incorporation to change its name from Nematron Corporation to Sandston Corporation (the “Company”) and to implement a shareholder approved one-for-five reverse stock split of the Company’s common stock, whereby every five issued and outstanding shares of the Company’s common stock became one share. On April 1, 2004, the Company also sold a total of 5,248,257 post-split shares to Dorman Industries, LLC (“Dorman Industries”) for $50,000. On December 21, 2006, the Company sold 2,400,000 post-split shares to certain accredited investors for $120,000. 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. The Company has made several subsequent sales of common stock to Dorman Industries in order to raise cash to pay operating expenses. Between December 30, 2010 and December 31, 2019, the Company sold to Dorman Industries a total of 6,398,702 shares at per share prices equal to the closing price the day prior to each sale, and realized proceeds of $171,454. Dorman Industries currently is the beneficial owner of 67.73% of the Company’s outstanding common stock. Effective April 1, 2004, the Company became a "public shell" corporation. The Company intends to build long-term shareholder value by acquiring and/or investing in and operating strategically positioned companies. The Company expects to target companies in multiple industry groups. The Company has yet to acquire, or enter into an agreement to acquire, any company or entity. During the period prior to the Net Asset Sale, the Company’s businesses included 1) the design, manufacture, and marketing of environmentally ruggedized computers and computer displays known as industrial workstations; 2) the design, development and marketing of software for worldwide use in factory automation and control and in test and measurement environments; and 3) providing application engineering support to customers of its own and third parties’ products. These businesses were sold on March 31, 2004 to the Purchaser. 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, from $120,000 of proceeds from the sale, through a private placement, to certain accredited investors of common stock in December 2006, and from $171,454 of proceeds from the sales, through private placements, of unregistered common stock to Dorman Industries in the years 2010 through 2019. As reflected in the accompanying balance sheet at December 31, 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 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. There can be no assurance that Dorman Industries, which owns 67.73% of the Company’s outstanding stock, 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. |
Summary of Accounting Principle
Summary of Accounting Principles | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Accounting Principles | |
Summary of Accounting Principles | Note 2 - Summary of Accounting Principles Income Taxes Income taxes are accounted for under the asset-and-liability method. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates. A valuation allowance is established when necessary to reduce deferred income tax assets to the amount expected to be realized. Stock Option Plans The Company’s Long-Term Incentive Plan (the “Incentive Plan"), adopted in April 1999, provides for the granting of awards to purchase a total of 250,000 shares of common stock to key employees and others. No options were granted in 2019 or 2018. Loss Per Share Loss per share is calculated using the weighted average number of common shares outstanding during the years presented. The weighted average shares outstanding used in computing loss per share was 16,974,868 and 16,501,501 for the years ended December 31, 2019 and 2018, respectively. There are no outstanding dilutive stock options and warrants. All outstanding stock options and warrants were cancelled effective with the Net Asset Sale. |
Taxes on Income
Taxes on Income | 12 Months Ended |
Dec. 31, 2019 | |
Taxes on Income | |
Taxes on Income | Note 3 - Taxes on Income Income tax expense is $‑0‑ for both 2019 and 2018, including $‑0‑ in current taxes and $‑0‑ in deferred taxes for both 2019 and 2018. A reconciliation of income tax expense recognized to income taxes at statutory rates is as follows: Year Ended December 31, 2019 2018 Tax benefit computed at statutory rates (21% in 2019 and 2018) $ (4,200) $ (4,200) Changes in tax laws -0- -0- Change in valuation allowance (4,200) (4,200) Income tax expense $ -0- $ -0- Tax Cuts and Jobs Act (TCJA) tax reform legislation enacted on December 22, 2017 made major changes to the U.S. corporate income tax system, including lowering the U.S. federal corporate income tax rate to 21 percent from 34 percent, limiting or eliminating certain existing tax deductions, credits and incentives, allowing immediately expensing of capital expenditures through 2022, and eliminating the expiration of net operating loss carryforwards for losses generated in 2018 or after. ASC 740 required companies to recognize the effects of tax law changes in the period of enactment, which for us was the fourth quarter of 2017, even though the effective date of most provisions of the TCJA is January 1, 2018. At December 31, 2019, the Company has net operating loss carryforwards (“NOLs”) of approximately $425,000 that can be used to offset future taxable income, and such NOLs result in a gross deferred tax asset of approximately $88,000 at that date. These NOLs expire in varying amounts through 2037 for losses prior to 2018, and the NOLs generated in 2018 and 2019 have no expiration date. Realization of these NOLs 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, 2019 and 2018, a valuation allowance has been recognized for the entire amount of the Company’s net deferred tax asset. The valuation allowance increased by $4,000 in 2019, increasing from $84,000 at December 31, 2018 to $88,000 at December 31, 2019. |
Long-Term Incentive Plan
Long-Term Incentive Plan | 12 Months Ended |
Dec. 31, 2019 | |
Long-Term Incentive Plan | |
Long-Term Incentive Plan | Note 4 – Long-Term Incentive Plan All option and share amounts reflected in the following disclosures have been adjusted for the one-for-five reverse stock split on April 1, 2004. The Company’s Long-Term Incentive Plan (the “Incentive Plan"), adopted in April 1999, provides for the granting of awards to purchase a total of 250,000 shares of common stock to key employees and others. Awards may be made by the Compensation Committee of the Board of Directors in the form of incentive stock options, non-qualified stock options, restricted stock or performance shares, provided that the Committee may not grant options to any salaried employee during any three-year period to purchase more than 100,000 shares. The exercise price for each option granted under the Incentive Plan cannot be less than the fair market value of the common stock on the date of the grant. The Incentive Plan’s Committee has latitude in setting the vesting and exercise periods, but generally the options vest over a three-year period and had a ten-year term. The Incentive Plan authorizes the Committee to grant restricted stock awards pursuant to which shares of Common Stock will be awarded, subject to restrictions on transfer that lapse over a period of time or upon achievement of performance goals, as determined by the Committee. Participants who receive restricted stock grants are entitled to dividend and voting rights on the awarded shares prior to the lapse of restrictions on such awards. The Committee is also authorized to grant performance share awards under the Incentive Plan that are payable at the discretion of the Committee in cash, shares of Common Stock, or a combination of each, upon achievement of performance goals established by the Committee. The Committee will determine the terms and conditions of restricted stock and performance share awards, including the acceleration or lapse of any restrictions or conditions of such awards. Outstanding options under the Incentive Plan were cancelled as of March 31, 2004. There were no option grants in the years ended December 31, 2019 and 2018, and there are no outstanding options as of December 31, 2019 or 2018. |
Summary of Accounting Princip_2
Summary of Accounting Principles (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Accounting Principles | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset-and-liability method. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates. A valuation allowance is established when necessary to reduce deferred income tax assets to the amount expected to be realized. |
Stock Option Plans | Stock Option Plans The Company’s Long-Term Incentive Plan (the “Incentive Plan"), adopted in April 1999, provides for the granting of awards to purchase a total of 250,000 shares of common stock to key employees and others. No options were granted in 2019 or 2018. |
Loss Per Share | Loss Per Share Loss per share is calculated using the weighted average number of common shares outstanding during the years presented. The weighted average shares outstanding used in computing loss per share was 16,974,868 and 16,501,501 for the years ended December 31, 2019 and 2018, respectively. There are no outstanding dilutive stock options and warrants. All outstanding stock options and warrants were cancelled effective with the Net Asset Sale. |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Taxes on Income | |
Schedule of effective income tax rate reconciliation | A reconciliation of income tax expense recognized to income taxes at statutory rates is as follows: Year Ended December 31, 2019 2018 Tax benefit computed at statutory rates (21% in 2019 and 2018) $ (4,200) $ (4,200) Changes in tax laws -0- -0- Change in valuation allowance (4,200) (4,200) Income tax expense $ -0- $ -0- |
Basis of Presentation - Additio
Basis of Presentation - Additional information (Details) | Dec. 31, 2019USD ($)shares | Dec. 30, 2010USD ($)shares | Dec. 21, 2006USD ($)shares | Dec. 31, 2006USD ($) | Apr. 30, 2004USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2004USD ($) |
Basis of Presentation [Line Items] | ||||||||
Cash | $ 197 | $ 197 | $ 209 | $ 30,000 | ||||
Reverse stock split | 0.20 | 0.20 | ||||||
Proceeds From Issuance Of Common Stock | $ 171,454 | $ 120,000 | $ 19,989 | $ 18,132 | ||||
Payment for Discontinued Operations, Disposal Cost | $ 30,000 | |||||||
Dorman Industries | ||||||||
Basis of Presentation [Line Items] | ||||||||
Sale Of Post Split Shares | shares | 6,398,702 | 6,398,702 | 2,400,000 | 5,248,257 | ||||
Sale Of Post Split Shares Value | $ 171,454 | $ 171,454 | $ 120,000 | $ 50,000 | ||||
Proceeds From Issuance Of Common Stock | $ 50,000 | |||||||
Noncontrolling Interest, Ownership Percentage By Parent | 62.50% | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 67.73% | 67.73% |
Summary of Accounting Princip_3
Summary of Accounting Principles (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Accounting Principles | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 250,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 16,974,868 | 16,501,501 |
Taxes on Income - Reconciliatio
Taxes on Income - Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Taxes on Income | ||
Tax benefit computed at statutory rates (21% in 2019 and 2018) | $ (4,200) | $ (4,200) |
Changes in tax laws | 0 | 0 |
Change in valuation allowance | (4,200) | (4,200) |
Income tax expense | $ 0 | $ 0 |
Taxes on Income - Expense and o
Taxes on Income - Expense and other (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Taxes on Income | ||
Income Tax Expense (Benefit) | $ 0 | $ 0 |
Current Income Tax Expense (Benefit) | 0 | 0 |
Deferred Income Tax Expense (Benefit) | 0 | 0 |
Operating Loss Carryforwards | $ 425,000 | |
Operating Loss Carry Forwards Expiration Dates 1 | 2037 | |
Deferred Tax Assets, Operating Loss Carryforwards | $ 88,000 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 4,000 | |
Deferred Tax Assets, Valuation Allowance | $ 88,000 | $ 84,000 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% |
Long-Term Incentive Plan (Detai
Long-Term Incentive Plan (Details) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2004 | Dec. 31, 2019shares | Dec. 31, 2018shares | |
Long-Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 250,000 | ||
Share Based Compensation Award Share Purchases Limit Maximum | 100,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Reverse stock split | 0.20 | 0.20 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |