Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 14, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Entity Registrant Name | SANDSTON CORP | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Title of 12(b) Security | Common Stock, no par value | |
Trading Symbol | SDON | |
Entity Common Stock, Shares Outstanding | 17,707,472 | |
Entity Central Index Key | 0000892832 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 203 | $ 203 |
Total assets | 203 | 203 |
Current liabilities: | ||
Accounts payable | 25,459 | 13,682 |
Total current liabilities | 25,459 | 13,682 |
Stockholders' equity (deficit): | ||
Common stock, no par value, 30,000,000 shares authorized, 17,707,472 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 34,006,218 | 34,006,218 |
Accumulated deficit | (34,031,474) | (34,019,697) |
Total stockholders' equity (deficit) | (25,256) | (13,479) |
Total liabilities and stockholders' equity (deficit) | $ 203 | $ 203 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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, issued | 17,707,472 | 17,707,472 |
Common stock, shares, outstanding | 17,707,472 | 17,707,472 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Condensed Statements of Operations | ||
Net revenues | $ 0 | $ 0 |
General and administrative expenses | 11,777 | 11,780 |
Operating loss | (11,777) | (11,780) |
Income taxes | 0 | 0 |
Net loss | $ (11,777) | $ (11,780) |
Per share amounts - basic and diluted (Note 2) | ||
Weighted average shares outstanding - basic and diluted (Note 2) | 17,707,472 | 17,249,786 |
Condensed Statements of Shareho
Condensed Statements of Shareholders' Equity - USD ($) | Common Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 33,971,238 | $ (33,994,967) | $ (23,729) |
Balance (in shares) at Dec. 31, 2019 | 17,195,683 | ||
Sale of common stock | $ 13,500 | 13,500 | |
Sale of common stock (in shares) | 225,000 | ||
Net loss for the year ended | (11,780) | (11,780) | |
Balance at Mar. 31, 2020 | $ 33,984,738 | (34,006,747) | (22,009) |
Balance (in shares) at Mar. 31, 2020 | 17,420,683 | ||
Balance at Dec. 31, 2020 | $ 34,006,218 | (34,019,697) | (13,479) |
Balance (in shares) at Dec. 31, 2020 | 17,707,472 | ||
Net loss for the year ended | (11,777) | (11,777) | |
Balance at Mar. 31, 2021 | $ 34,006,218 | $ (34,031,474) | $ (25,256) |
Balance (in shares) at Mar. 31, 2021 | 17,707,472 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (11,777) | $ (11,780) |
Changes in assets and liabilities that provided (used) cash: | ||
Accounts payable | 11,777 | (1,720) |
Net cash used in operating activities | 0 | (13,500) |
Cash flows from financing activities - sale of common stock | 0 | 13,500 |
Net change in cash | 0 | 0 |
Cash at beginning of period | 203 | 197 |
Cash at end of period | 203 | 197 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
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. 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 March 31, 2021, the Company sold to Dorman Industries a total of 6,910,491 shares at per share prices equal to the closing price the day prior to each sale, and realized proceeds of $206,012. Dorman Industries currently is the beneficial owner of 68.67% 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 $206,012 of proceeds from the sales, through private placements, of unregistered common stock to Dorman Industries in the years 2010 through 2021. As reflected in the accompanying balance sheet at March 31, 2021, cash totals $203. Based on such balance and management’s forecast of activity levels during the period that it may remain a “public shell” corporation, management will have to again sell through private placement a number of additional shares of common stock to generate sufficient cash to pay its current liabilities and its administrative expenses as such expenses become due in 2021. If the Company has not identified and consummated an acquisition by that date, the Company will need to obtain additional funds to maintain its administrative activities as a public shell company. Management intends to obtain such administrative funds from Dorman Industries in the form of loans or through equity sales in an amount sufficient to sustain operations at their current level. There can be no assurance that Dorman Industries, which owns 68.67% of the Company’s outstanding stock, or any other party will advance needed funds on any terms. The Company has not identified as yet potential acquisition candidates, the acquisition of which would mean that the Company would cease being a “public shell” and begin operating activities. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Loss Per Share | |
Loss Per Share | Note 2 – Loss Per Share Loss per share is calculated using the weighted average number of common shares outstanding during the periods presented. There are no outstanding dilutive stock options and warrants; all outstanding stock options and warrants were cancelled effective with the Net Asset Sale. The Company has no dilutive securities. |
Basis of Presentation (Details)
Basis of Presentation (Details) | Dec. 30, 2020USD ($)shares | Dec. 21, 2006USD ($)shares | Dec. 31, 2006USD ($) | Apr. 30, 2004USD ($)shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2004USD ($) |
Basis of Presentation [Line Items] | ||||||||
Cash | $ 203 | $ 203 | $ 30,000 | |||||
Reverse stock split | 0.20 | |||||||
Proceeds From Issuance Of Common Stock | $ 206,012 | $ 120,000 | $ 0 | $ 13,500 | ||||
Payment for Discontinued Operations, Disposal Cost | $ 30,000 | |||||||
Dorman Industries | ||||||||
Basis of Presentation [Line Items] | ||||||||
Sale Of Post Split Shares | shares | 6,910,491 | 2,400,000 | 5,248,257 | 6,910,491 | ||||
Sale Of Post Split Shares Value | $ 206,012 | $ 120,000 | $ 50,000 | $ 206,012 | ||||
Proceeds From Issuance Of Common Stock | $ 50,000 | |||||||
Noncontrolling Interest, Ownership Percentage By Parent | 62.50% | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 68.67% |