UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly report pursuant to Section 13 or 15(d)

x

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended SeptemberendedJune 30, 20162017

¨ Transition report pursuant to Section 13 or 15(d)OR

For the transition period from ___________ to _____________

Commission file number:1-9043 001-09043

Indicate by a check mark whether the registrant: (1) has 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. YesþxNo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþx No¨

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yesþx No¨

IndicateAs of July 28, 2017, the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 10,567,235registrant had 2,536,224 shares of common stock, $0.01 par value per share, as of October 30, 2016.outstanding.

MedAmerica Properties Inc.

Form 10-Q

Table of Contents

Part I — Financial Information

Item 1. Financial StatementsMedAmerica Properties Inc.

f/k/a Banyan Rail Services Inc.

Condensed Consolidated Balance Sheets

See Notes to Condensed Consolidated Financial Statements

MedAmerica Properties Inc.

f/k/a Banyan Rail Services Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

See Notes to Condensed Consolidated Financial Statements.Statements

MedAmerica Properties Inc.

f/k/a Banyan Rail Services Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

See Notes to Condensed Consolidated Financial Statements.Statements

MedAmerica Properties Inc.

f/k/a Banyan Rail Services Inc.

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity

Periods Ended SeptemberJune 30, 20162017 and December 31, 20152016

* All amounts have been shown with retroactive effect of reverse stock split.

See Notes to Condensed Consolidated Financial Statements.Statements

Notes to Condensed Consolidated Financial Statements

(UNAUDITED)

Notes to Condensed Financial Statements

Note 1. Nature of Operations

MedAmerica Properties Inc., formerly Banyan Rail Services Inc. (the “Company” or “MedAmerica”), was originally organized under the laws of the Commonwealth of Massachusetts in 1985, under the name VMS Hotel Investment Trust, for the purpose of investing in mortgage loans, principally to entities affiliated with VMS Realty Partners. The Company was subsequently reorganized as a Delaware corporation in 1987 and changed its name to B.H.I.T. Inc. In 2010, the Company changed its name from B.H.I.T. Inc. to Banyan Rail Services Inc. From 2009 to 2012, the Company operated and experienced severe losses from an operating subsidiary in the rail services sectorsector. In 2016, after exploring various industries and is now a shell company.

researching numerous companies, the board of directors elected to pursue investing in commercial real estate. The Company is actively seeking acquisitionspursuing the acquisition and management of leading companies within the transportation andstrategically located medical office real estate industries throughout North America.buildings.

LiquidityIn April 2017, our board of directors and Going Concern (See Note 4) Thethe holders of a majority of our outstanding shares of common stock approved by written consent amendments to the Company’s abilityarticles of incorporation to continue(1) change the name of the Company from “Banyan Rail Services Inc.” to “MedAmerica Properties Inc.,” and (2) effect a 1 for 10 reverse stock split of the issued and outstanding shares of common stock of the Company. On June 15, 2017, the Company filed these amendments with the Secretary of State of the State of Delaware and the name change and reverse stock split became effective with the Financial Industry Regulatory Authority, Inc. (“FINRA”) on a going-concern basis is dependent upon, among other things, raising capital and finding an operating businessJune 20, 2017. As appropriate, all common stock share quantities have been updated to acquire, and other factors, many of which are beyond our control.reflect the 1 for 10 reverse stock split.

Note 2. Principles of Consolidation and Basis of Presentation

The unaudited condensed financial statements and notes included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The interim condensed consolidated financial information herein is unaudited.statements (“Financial Statements”) include the accounts of the Company and its wholly-owned subsidiaries. All inter-company account balances have been eliminated in consolidation. The information reflectsaccompanying Financial Statements give effect to all adjustments which are, in the opinion of management, necessary for a fair presentation ofto present fairly the financial position and results of operations and cash flows of the Company and its subsidiaries.

Note 3. Going Concern

Our independent certified public accounting firm issued its report dated March 27, 2017 in connection with the audit of our financial statements for the periodsyear ended December 31, 2016 that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about the Company’s ability to continue as a going concern. The Company does not currently generate revenue and is dependent on generating funds through debt or equity capital raises to cover its general and administrative costs. As of July 20, 2017, the Company raised approximately $1.9 million in a private placement (see footnote Note 5 Preferred Stock and Common Stock for further discussion). We believe this report.previous doubt about the Company’s ability to continue as a going concern has been alleviated for the foreseeable future by the amount of funds raised by the Company in the first and second quarters of 2017.

The accompanying Financial Statements have been prepared and are presented assuming the Company’s ability to continue as a going concern and do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. The Company recognized a net loss of $117,250 and $138,487 for the three months ended June 30, 2017 and 2016, respectively and a net loss of $122,258 and $307,733 for the six months ended June 30, 2017 and 2016, respectively. At June 30, 2017, the Company had net working capital of $1,158,692 as compared to a net working capital deficit of $754,634 at December 31, 2016.

Note 3.4. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"), requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenues and liabilitiesexpenses and disclosures of contingent assets and liabilities at the date and period ending of the financial statements and the reported amounts of revenues and expenses during the reporting period.statements. Actual results could differ from those estimates.

Cash

The Company considers all cash, bank deposits and highly liquid investments with an original maturity of three months or less to be cash.cash equivalents. From time to time our cash deposits exceed federally insured limits.limits and currently the cash balance exceeds federally insured limits by $1,074,110.

Fair Value of Financial Instruments

Recorded financial instruments as of SeptemberJune 30, 2016,2017 consist of cash, prepaid expenses, accounts payable, accrued liabilitiesandliabilities and short-term obligations. The related fair values of these financial instruments approximated their carrying values due to either the short-term nature of these instruments or based on the interest rates currently available to the Company.

Income (Loss) Per Common Share

The Company computes net lossincome (loss) per common share in accordance with the provision included in ASCAccounting Standard Codification (“ASC”) 260, Earnings per Share (“ASC 260”). Under ASC 260, basic and diluted income (loss) per share is computed by dividing net lossincome (loss) available to shareholderscommon stockholders by the weighted average number of common shares and common share equivalents outstanding during the period. Basic loss per common share excludes the effect of potentially dilutive securities, while diluted loss per common share reflects the potential dilution that would occur if securities or other contracts to issue common shares were exercised for, converted into or otherwise resulted in the issuance of common shares.

Income Taxes

The Company accounts for income taxes in accordance with ASCAccounting Standards Codification (“ASC”) 740, Accounting for Income Taxes (“ASC 740”), as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes.Taxes (“ASC 740-10”). Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws.

Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold,“more likely than not” criteria, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

Retained Earnings distributionsDistributions

The Company’s preferred stockholders are entitled to receive payment before any of the common stockholders upon a liquidation of the Company, and we cannot pay dividends on our common stock unless we first pay dividends required by our preferred stock.

Recent Accounting PronouncementsPreferred Stock Dividends

During 2016,The holders of Series A Cumulative Preferred Stock (“Preferred Stock”) shall be entitled to receive cumulative, non-compounded, cash dividends on each outstanding share of Preferred Stock at the rate of 10.0% of the issuance price per annum (“Preferred Dividends”), which began accumulating on January 1, 2010. The Preferred Dividends shall be payable semiannually to the holders of Preferred Stock, when and as declared by the Board of Directors.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 one year making it effective for annual reporting periods beginning after December 15, 2018. As the Company does not yet generate revenue, adoption of the standard is expected to have no impact on the accompanying Financial Statements.

During 2016, the FASB has issued Accounting Standards Updates (“ASUs”ASU”) 2016-01 through 2016-17. Except for ASU 2016-02, 2016-09, and 2016-15, which are discussed below, thesethe other ASUs provide technical corrections or simplification to existing guidance and to specialized industries or entities and therefore are expected to have a minimal, if any, impact on the Company.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires lessees to recognize most leases on the balance sheet. The provisions of this ASU are effective for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. TheBecause neither the Company is evaluating the requirementsnor any of its subsidiaries are parties to any leases, this ASU and has not yet determined thehad no impact of the adoption on the Company’s financial position or results of operations.accompanying Financial Statements.

In March 2016, the FASB issued ASU 2016-09, Compensation–StockCompensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The objective of this ASU is to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoptionThis ASU is permitted for any entity in any interim or annual period. The willadopted and is not expected to have a material impact on the Company’s condensed financial statements.Financial Statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. This ASU is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017, with early adoption permitted. The implementation of this ASU is not expected to have a material impact on the Company’s financial statements.Financial Statements.

Note 4. Liquidity and Going Concern

At and for the period ended September 30, 2016, the Company had a net working capital deficit of $505,212 and incurred negative cash flows from operating activities of $542,373. The Company’s future liquidity and capital requirements are dependent upon many factors, including our ability to identify and complete acquisitions as well as the success of any business we do acquire. We may need to raise additional funds in order to meet working capital requirements, make additional capital expenditures or to take advantage of other opportunities. We cannot be certain that we will be able to obtain additional financing on favorable terms or at all. If we are unable to raise needed capital, our growth may be impeded. In addition, if we raise capital by selling additional shares of stock, the percentage ownership of current Banyan shareholders will be diluted.

Note 5. Preferred Stock and Common Stock

PreferredStock Split

In April 2017, the board of directors and the then majority shareholder approved a 1 for 10 reverse stock dividends for Series A Preferred stock have been recorded forsplit (“Stock Split”) of the threeissued and nine months ended September 30, 2016, in the amount of $25,945 and $77,820, respectively. During 2012, due to the lack of cash flow, the Company offered to pay the accrued dividends in common stock in lieu of cash. In February of 2016, we issued 29,856outstanding shares of common stock in lieu of $29,249the Company. On June 15, 2017, the Company filed an amendment to its articles of cash dividends for dividends accrued through December 31, 2015. Substantially all preferred shareholders acceptedincorporation with the Delaware Secretary of State effecting the Stock Split. The Stock Split became effective with the Financial Industry Regulatory Authority, Inc. (“FINRA”) on June 20, 2017.

Pursuant to the Stock Split, each outstanding share of the Company’s common stock was automatically exchanged for one-tenth of a share. As a result, each stockholder now owns a reduced number of shares of the Company’s common stock. The Stock Split affects all stockholders uniformly and does not affect any stockholder’s percentage ownership in lieuthe company or the proportionate voting rights and other rights and preferences of cash and the commonstockholders, except for adjustments that may result from the treatment of fractional shares, for these dividends.

On August 8, 2016,which have been rounded to the Company issued an aggregate of 220,000nearest whole share. There are 2,536,224 shares of common stock to Donald S. Denbo, Paul S. Dennis, Mark L. Friedman, Gary O. Marino,issued and Jon D. Ryan as compensation for services as directors in 2016.outstanding after the Stock Split. The Company recorded compensation expense in the amount (included in general and administrative on the Condensed Statement of Operations) of $165,000 for the value of their services as of September 30, 2016. The compensation expense is based on the $0.75 a share market pricenumber of the Company’s authorized shares of common stock atwas not affected by the timeStock Split. The proposed reverse stock split will likely increase the per share trading price of issuance as required by applicable accounting guidance. However,our common stock, increasing the attractiveness of our shares to potential investors and the financial community.

Private Placement

Through June 30, 2017, the Company used a per share priceaccepted subscriptions of $0.25 in calculating the number of$1,832,505 for unregistered shares to issue to the board members due to: (i) the thinly traded nature of the Company’s stock; and (ii)common stock for $0.15 a share (in the shares being unregistered and subject to Rule 144 resale restrictions.The“2017 Private Placement”) which resulted in the issuance of the1,221,670 (post-split) shares wasof common stock. The issuances of common stock were made in reliance on Sectionsection 4(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and Rulerule 506 of Regulation D of the Securities Act. As of July 31, 2017, the Company has received an additional $100,000 in 2017 Private Placement funds. The proceeds of the 2017 Private Placement will be used for working capital and to fund operations.

Preferred Stock Exchange

In April 2017, we offered our preferred shareholders shares of our common stock in exchange for their Series A cumulative preferred stock (“Preferred Stock”) and accumulated preferred dividends outstanding as of December 31, 2016. Pursuant to the offer, each share of Preferred Stock would be exchanged for 20 shares of common stock. All preferred shareholders, except one, accepted the offer resulting in the conversion of 9,875 shares of Preferred Stock and $301,656 of accumulated preferred dividends into 257,831 (post-split) shares of common stock. The effective date of the exchange is June 30, 2017. We issued an instruction letter to our transfer agent on July 14, 2017 to issue 257,831 (post-split) shares of common stock to the preferred shareholders. The shares are in process of being issued in accordance with these instructions.

Preferred Stock Dividends

The holders of Series A Preferred Stock shall be entitled to receive cumulative, non-compounded cash dividends on each outstanding share of Series A Preferred Stock at the rate of 10.0% of the Issuance Price per annum (“Preferred Dividends”), which shall begin to accrue on January 1, 2010. Preferred Dividends shall be payable semiannually to the holders of Series A Preferred Stock. Any Series A Preferred Dividends due and unpaid on any Payment Date, whether or not declared by the board of directors, shall accrue with any other due and unpaid Preferred Dividends, regardless of whether there are profits, surplus or other funds of the Corporation legally available for payment of dividends.

Certain Preferred stockholders had previously agreed to accept common stock in lieu of cash for payment of Preferred Dividends. In February 2016, the Company issued 29,856 shares of common stock in lieu of $29,249 of Preferred Dividends for those Preferred stockholders who accepted the common stock in lieu of the cash offer.

Common Stock

As of SeptemberJune 30, 2016,2017, the Company’s board of directors and officers beneficially own 668,349 (post-split) shares of the Company’s common stock or 65.04% of the outstanding common stock. Also, Banyan Rail Holdings LLC (“Banyan Holdings”) and Marino Family Holdings LLC owned 2,726,114272,611 and 3,057,778309,777 (post-split) shares of common stock of the Company, respectively.

Note 6. Income Taxes 

For the three and ninesix months ended SeptemberJune 30, 20162017 and 2015,2016, the Company recorded a net loss resulting in an income tax provision of $0. Theand an effective tax rate for the three and nine months ended September 30, 2016 and 2015 was 0%.of zero. The tax rate differs from the statutory federal rate of 34% primarily due to valuation allowances recorded on the Company’s net operating loss carry forwardcarry-forward generated during the period.

The Company recorded an operating loss for the quarter and six months ended June 30, 2017, and has a recent history of operating losses. After assessing the realization of the net deferred tax assets, we have recorded a valuation allowance of 100% of the value of the net deferred tax assets as we currently believe it is more likely than not that the Company will not realize operating profits and taxable income so as to utilize all of the net operating losses in the near future.

Note 7. Earnings (Loss) per Share

The Company excluded from theits diluted earnings per share calculation 5,000 and 103,750 common shares issuable upon conversion of shares of convertible preferred stock that were outstanding at SeptemberJune 30, 2017 and December 2016, and 2015,respectively, as their inclusion would be anti-dilutive. In addition, the Company excluded 5,000 stock options as of September 30, 2015, which subsequently expired in July 2016 as their inclusion would be anti-dilutive.

Note 8. Stock-Based Compensation

The Company previously had stock option agreements with its directors and officers for serving on the Company’s Boardofficers. Details of Directors and as officers. The options activity is as follows:

On July 1, 2010, at its annual meeting of stockholders, the 2010 Stock Option and Award Plan was approved.

The fair values of stock options are estimated using the Black-Scholes method, which takes into account variables such as estimated volatility, expected holding period, dividend yield, and the risk freerisk-free interest rate. The risk freerisk-free interest rate is the five year treasury rate at the date of grant. The expected life is based on the contractual life of the options at the date of grant.

Note 9. Related Party Transactions

Gary O. Marino, the Company’s chairman of the board, is the chairman, president, and chief executive officer of Boca Equity Partners LLC (“BEP”), Patriot Equity LLC (“Patriot”), Banyan Medical Partners LLC (“BMP”), and Banyan Surprise Plaza LLC (“BSP”). Mr. Marino owns 100% of Patriot, Patriot owns 100% of BMP and BSP through and along with other wholly owned subsidiaries. Mr. Marino, Mr. Paul S. Dennis, the Company’s interim chief executive officer, interim president and interim chief financial officer, and Donald S. Denbo, a member of the Company's board of directors, also hold membership interests in BEP.

During 2016, the Company established BMP, and certain other subsidiaries wholly-owned by BMP. The Company formed these entities to acquire medical office buildings in the United States. The Company was unable to raise the capital needed to consummate the first medical building opportunity. On June 1, 2015,March 9, 2017, the Company sold BMP and BMP’s wholly-owned subsidiaries to Patriot. The selling price was $277,756 in the form of BMP assuming a portion of the Company’s note payable balance due to BEP. The consideration of $277,756 was used to recoup the $110,000 in property deposits as of December 31, 2016 and other 2016 and 2017 expenses incurred by the Company on behalf of BMP. There was a gain on the sale of the subsidiary of $117,756, which primarily came from reimbursement of previously paid expenses by BEP for costs related to acquiring the property.

On July 27, 2016, the Company entered into a month-to-monthDemand Note and Loan Agreement (the “Note”) with BEP providing for draws of up to $250,000. Loans under the Note bore interest at an annual rate of 10% and outstanding principal and interest were due on demand. This Note was cancelled and terminated on December 31, 2016 when the Company entered into a new Demand Note and Loan Agreement (the “New Note”) with BEP for $471,826. The New Note represents advances from BEP under the New Note, payments made since the date of the New Note and interest accrued thereon. The New Note bore interest at the rate of 10% per annum and is payable upon demand. BEP may, but is not required to, make advances to the Company as the Company may from time to time request. The New Note including accrued interest was paid in full May 31, 2017.

On June 8, 2017, MedAmerica entered into an office lease and administrative support agreement (the “Agreement”) with Boca Equity Partners LLC (“BEP”).BEP. The Agreement is effective as of Januaryhas a month-to-month term commencing on June 1, 2015.2017. The Agreement provides for the Company’s use of a portion of BEP’s offices and certain overhead items at the BEP offices such as space, utilities and other administrative services for $4,750$15,000 a month. The Agreement replaces the February 3, 2017 office lease and administrative support agreement between the Company and BEP and includes additional general office and administrative staff support services.

Also onOn June 1, 2015,14, 2017, the Company entered into a support agreement (the “Support Agreement”)letter of intent with BEP.Patriot to reacquire all of the capital units of BMP from Patriot, for $9,536,582. The Support Agreementletter of intent is effective as of January 1, 2015, andnon-binding, provides for corporate support services. The Support Agreementa ninety-day exclusive diligence period, and is for a month-to-month term and will terminatecontingent upon Banyan obtaining financing to complete the Company’s payment of a success fee, should the Company acquire more than 50% of the assets or capital stock of any company (an “Acquisition”) during the term of the Support Agreement or within the one year period following the termination of the Support Agreement. Within five days of the closing of any potential Acquisition, Banyan will pay to BEP 2% of the cash purchase price paid by the Company to the seller(s) for the Acquisition.

Gary O. Marino, the Company’s chairman of the board, is the chairman, president, and chief executive officer of BEP. Gary O. Marino and directors Donald S. Denbo and Paul S. Dennis also hold membership interests in BEP.

On July 27, 2016, the Company entered into a Demand Note and Loan Agreement (the “Note”) withBEP providing for draws of up to $250,000. Loans under the Note bear interest at an annual rate of 10% and outstanding principal and interest are due on demand. Gary O. Marino, the Company’s chairman of the board, is the chairman, president, and chief executive officer of BEP. Mr. Marino and directors Donald S. Denbo and Paul S. Dennis also hold membership interests in BEP. As of September 30, 2016, the Company had a balance outstanding on the Note of $250,000 and incurred additional advances of $25,000 from BEP for a total outstanding of $275,000 as of September 30, 2016.acquisition.

The Company’s directors are currently not receiving cash or other compensation for their services, but were compensated throughand no amounts have been recorded in the issuanceCompany’s financial statements for the value of common shares, seeNote 5. Preferred Stock and Common Stock.their services as of June 30, 2017.

TheAs of June 30, 2017, the Company’s board of directors and officers directly or beneficially own 7,092,375668,349 (post-split) shares of the Company’s common stock or 65.04% of the outstanding common stock. Also, Banyan Rail Holdings LLC and Marino Family Holdings LLC owned 272,611 (post-split) and 309,777 (post-split) shares of common stock as of September 30, 2016.the Company, respectively.

Note 10. RecentSubsequent Events

In July 2017, the Company has received $100,000 in funding related to the 2017 Private Placement.

On July 14, 2017, we issued an instruction letter to our transfer agent to issue 257,831 shares of common stock to preferred shareholders participating in the preferred stock exchange. These shares are in the process of being issued in accordance with these instructions.

On August 8, 2016, Banyan Surprise Plaza LLC,7, 2017, BMP entered into an agreement to purchase a medical office building in Tucson, Arizona limited liability companyfor $3.6 million. The Tucson purchase is subject to an inspection period and a wholly-owned subsidiarytypical acquisition contingencies. If BMP completes the acquisition of the Company, and RKWEM, LLC,Tucson property before we reacquire BMP, then we will negotiate with BMP for an Arizona limited liability company (“RKWEM”), executed a purchase and sale agreement for the purchase of RKWEM’s land, buildings, structures, improvements, intangible property, service contracts, and leases, located at 13995 West Statler Blvd., Surprise, Arizona, commonly known as Surprise Medical Plaza, for $8,700,000. As of September 30, 2016 the Company had made $100,000 of deposits relatedappropriate adjustment to this transaction, which will be applied toward the purchase price at closing.to include the Tucson property in our acquisition. However, we cannot guaranty that we will be able to complete the acquisition of BMP or that the Tucson property will be part of the acquisition.

On September 29, 2016, the previously announced purchase and sale agreement (the “Agreement”), dated August 8, 2016, between Banyan Third Street LLC,Note 11. Quasi-Reorganization

The Company completed a wholly-owned subsidiaryquasi-reorganization pursuant to Section 210 of the Codification of Financial Reporting Policies (“Quasi-Reorg”) effective June 30, 2017. The Quasi-Reorg allowed the Company (“Banyan Third Street”), and Signal Healthcare, LLC (“Signal Healthcare”), forto reduce its accumulated deficit by reclassifying it into additional paid-in-capital in the purchase of Signal Healthcare’s land, buildings, structures, improvements, intangible property, service contracts, and leases, located at 2620 North 3rd Street, Phoenix, Arizona, commonly known as Third Street Healthcare Campus, was terminated by Banyan Third Street. Banyan Third Street terminated the Agreement in accordance with its right to terminate pursuant to 7(b)equity section of the agreement concerningbalance sheet. This provides, management believes, a more realistic view of the inspection period.Company’s current financial status, new line of business and changes in its business plan.