Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 27, 2019 | Jun. 30, 2018 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | SANDSTON CORP | ||
Entity Central Index Key | 0000892832 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 396,000 | ||
Trading Symbol | SDON | ||
Entity Common Stock, Shares Outstanding | 16,665,661 | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 209 | $ 270 |
Total assets | 209 | 270 |
Current liabilities: | ||
Accounts payable | 23,507 | 21,826 |
Stockholders' equity (deficit): | ||
Common stock, no par value; 30,000,000 shares authorized; 16,665,661 and 16,141,303 shares issued and outstanding at December 31, 2018 and 2017 | 33,951,249 | 33,933,117 |
Accumulated deficit | (33,974,547) | (33,954,673) |
Total stockholders' equity (deficit) | (23,298) | (21,556) |
Total liabilities and stockholders' equity (deficit) | $ 209 | $ 270 |
Balance Sheets _Parenthetical_
Balance Sheets [Parenthetical] - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 16,665,661 | 16,141,303 |
Common stock, shares, outstanding | 16,665,661 | 16,141,303 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net revenues | $ 0 | $ 0 |
General and administrative expenses | 19,874 | 18,578 |
Operating loss | (19,874) | (18,578) |
Income taxes | 0 | 0 |
Net loss | $ (19,874) | $ (18,578) |
Loss per share - basic and diluted (Note 2): | ||
Weighted average shares - basic and diluted (Note 2): | 16,501,501 | 15,876,484 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2016 | $ (24,240) | $ 33,911,855 | $ (33,936,095) |
Balance (in shares) at Dec. 31, 2016 | 15,185,420 | ||
Sale of common stock | 21,262 | $ 21,262 | |
Sale of common stock (in shares) | 955,883 | ||
Net loss for the year | (18,578) | (18,578) | |
Balance at Dec. 31, 2017 | (21,556) | $ 33,933,117 | (33,954,673) |
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 | (19,874) | (19,874) | |
Balance at Dec. 31, 2018 | $ (23,298) | $ 33,951,249 | $ (33,974,547) |
Balance (in shares) at Dec. 31, 2018 | 16,665,661 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (19,874) | $ (18,578) |
Change in current assets and liabilities that provided (used) cash: | ||
Accounts payable | 1,681 | (2,717) |
Net cash used in operating activities | (18,193) | (21,295) |
Cash flows from financing activities: | ||
Sale of common stock | 18,132 | 21,262 |
Net decrease in cash and cash equivalents | (61) | (33) |
Cash at beginning of year | 270 | 303 |
Cash at end of year | 209 | 270 |
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, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 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. 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: December 30, 2010 - 500,000 shares for $15,000; November 14, 2011 - 375,000 shares for $15,000; September 24, 2012 - 1,500,000 shares for $15,000; November 7, 2013 – 361,767 shares for $10,853; February, March, and August 2014 – 733,300 shares for $21,803; March, August, and November, 2015 – 394,506 shares for $15,780; February, March, April, July, August, and November 2016 – 523,867 shares for $18,635; January, February, June, July, September, November, and December 2017 – 955,883 shares for $21,262; and March, May, and October 2018 – 524,358 shares for $18,132. Dorman Industries currently is the beneficial owner of 66.71% 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 $271,465 of proceeds from the sales, through a private placement, of unregistered common stock in the years 2006 through 2018 to certain accredited investors. As reflected in the accompanying balance sheet at December 31, 2018, cash totals $209. 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 66.71% 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, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 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 2018 or 2017. 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 16,501,501 and 15,876,484 for the years ended December 31, 2018 and 2017, 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, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 3 - Taxes on Income Income tax expense is $-0- for both 2018 and 2017, including $-0- in current taxes and $-0- in deferred taxes for both 2018 and 2017. A reconciliation of income tax expense recognized to income taxes at statutory rates is as follows: Year Ended December 31, 2018 2017 Tax benefit computed at statutory rates (21% in 2018 and 34% in 2017) $ (4,200 ) $ (6,300 ) Changes in tax laws -0- 50,000 Change in valuation allowance 4,200 (43,700 ) Income tax expense $ -0- $ -0- Tax Cuts and Jobs Act (TCJA) tax reform legislation enacted on December 22, 2017 makes 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 requires 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. TCJA resulted in significant changes to the our fourth quarter 2017 income tax provision most notably a reduction in our deferred tax asset, before valuation allowance, as a result of the lower corporate income tax rate. At December 31, 2018, the Company has net operating loss carryforwards (“NOLs”) of approximately $405,000 that can be used to offset future taxable income, and such NOLs result in a gross deferred tax asset of approximately $85,000 at that date. These NOLs expire in varying amounts through 2038. 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, 2018 and 2017, 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 2018, increasing from $81,000 at December 31, 2017 to $84,000 at December 31, 2018. |
Long-Term Incentive Plan
Long-Term Incentive Plan | 12 Months Ended |
Dec. 31, 2018 | |
Long term Incentive Plan [Abstract] | |
Stock Incentive Plans Disclosure [Text Block] | 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, 2018 and 2017, and there are no outstanding options as of December 31, 2018 or 2017. |
Summary of Accounting Princip_2
Summary of Accounting Principles (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Income Tax, Policy [Policy Text Block] | 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. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | 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 2018 or 2017. |
Earnings Per Share, Policy [Policy Text Block] | 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 16,501,501 and 15,876,484 for the years ended December 31, 2018 and 2017, 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, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of income tax expense recognized to income taxes at statutory rates is as follows: Year Ended December 31, 2018 2017 Tax benefit computed at statutory rates (21% in 2018 and 34% in 2017) $ (4,200 ) $ (6,300 ) Changes in tax laws -0- 50,000 Change in valuation allowance 4,200 (43,700 ) Income tax expense $ -0- $ -0- |
Basis of Presentation and Bus_2
Basis of Presentation and Business (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Apr. 30, 2004 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Mar. 31, 2004 | |
Basis of Presentation [Line Items] | |||||||||||
Cash | $ 209 | $ 270 | $ 303 | $ 30,000 | |||||||
Proceeds From Issuance Of Common Stock | $ 271,465 | $ 18,132 | $ 21,262 | ||||||||
Stockholders' Equity, Reverse Stock Split | one-for-five | ||||||||||
Dorman Industries [Member] | |||||||||||
Basis of Presentation [Line Items] | |||||||||||
Sale Of Post Split Shares | 5,248,257 | 524,358 | 955,883 | 523,867 | 394,506 | 733,300 | 361,767 | 1,500,000 | 375,000 | 500,000 | |
Sale Of Post Split Shares Value | $ 50,000 | $ 18,132 | $ 21,262 | $ 18,635 | $ 15,780 | $ 21,803 | $ 10,853 | $ 15,000 | $ 15,000 | $ 15,000 | |
Proceeds From Issuance Of Common Stock | $ 50,000 | ||||||||||
Noncontrolling Interest, Ownership Percentage By Parent | 62.50% | ||||||||||
Payment for Discontinued Operations, Disposal Cost | $ 30,000 | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 66.71% |
Summary of Accounting Princip_3
Summary of Accounting Principles (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 250,000 | 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 | 16,501,501 | 15,876,484 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Tax benefit computed at statutory rates (21% in 2018 and 34% in 2017) | $ (4,200) | $ (6,300) |
Changes in tax laws | 0 | 50,000 |
Change in valuation allowance | 4,200 | (43,700) |
Income tax expense | $ 0 | $ 0 |
Taxes on Income (Details Textua
Taxes on Income (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
Current Income Tax Expense (Benefit) | 0 | 0 |
Deferred Income Tax Expense (Benefit) | 0 | 0 |
Operating Loss Carryforwards | 405,000 | |
Deferred Tax Assets, Operating Loss Carryforwards | 85,000 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 4,000 | |
Deferred Tax Assets, Valuation Allowance | $ 84,000 | $ 81,000 |
Operating Loss Carry Forwards Expiration Dates 1 | 2038 | |
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 Textual) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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 | 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 | |
Stockholders' Equity, Reverse Stock Split | one-for-five | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |