Note 2. Principles of Consolidation and Basis of Presentation

The condensed consolidated financial statements (“Financial Statements”) include the accounts of the Company and its wholly-owned subsidiaries. All inter-companysignificant intercompany account balances have been eliminated in consolidation. The accompanying Financial Statements give effect to all adjustments necessary to 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 year 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 3. Liquidity 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 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.Profitability

The accompanying Financial Statementscondensed consolidated financial statements have been prepared and are presented assumingin accordance with accounting principles generally accepted in the Company’s ability to continue asUnited States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amountassets and classification of liabilities that might result frombe necessary should the outcome of this uncertainty.Company be unable to continue as a going concern. The Company recognizedmanagement believes that cash on hand and a net lossline of $117,250credit from a related party (see Note 9) will be adequate to fund its limited overhead and $138,487other cash requirements 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,next twelve months.

During 2017 the Company completed a private placement of its common stock, raising $1,940,005. At March 31, 2018, the Company had neta cash balance of approximately $479,000 and working capital of $1,158,692 as comparedapproximately $411,000.

We have undertaken, and will continue to implement, various measures to address our financial condition, including:

The Company management believes that these measures, coupled with cash on hand and a net working capital deficitline of $754,634 at December 31, 2016.credit from a related party will be adequate to fund its limited overhead and other cash requirements for the next twelve months. However, there can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations.

Note 4. Summary of Significant Accounting Policies

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The unaudited interim condensed consolidated financial statements of the Company as of March 31, 2018 for the three months ended March 31, 2018 and 2017 included herein have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X under the Securities Act of 1933, as amended. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations relating to interim condensed consolidated financial statements.

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at March 31, 2018 and the results of its operations and its cash flow for the three months ended March 31, 2018 and 2017. The results of operations and cash flows for such periods are not necessarily indicative of results expected for the full year or for any future period.

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 certain estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenues and expenses and disclosures of contingent assets and liabilities at the date and period ending of the financial 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 equivalents. From time to time our cash deposits exceed federally insured limitslimits.

Equipment and currentlyFurnishings

Equipment and furnishings are stated at cost. Depreciation is computed using the cash balance exceeds federally insured limits by $1,074,110.straight-line method over the estimated useful lives of the assets, which range from 3 to 7 years. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period statement of operations.

Fair Value of Financial Instruments

Recorded financial instruments as of June 30, 2017March 31, 2018, consist of cash prepaid expenses,and cash equivalents, accounts payable, accrued liabilities 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 income (loss) per common share in accordance with the provision included in Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 260, Earnings per Share (“ASC 260”).Share. Under ASC 260, basic and diluted income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares and common share equivalents outstanding during the period. Basic lossincome (loss) per common share excludes the effect of potentially dilutive securities, while diluted lossincome (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. The Company’s potentially dilutive securities are not included in the computation of diluted loss per share because their impact is anti-dilutive due to the net loss.

Income Taxes

The Company accounts for our income taxes in accordance with Accounting Standards Codification (“ASC”)using FASB ASC Topic 740, Accounting for " Income Taxes (“ASC 740”), as clarified by ASC 740-10, ", which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The Company follows the provisions regarding Accounting for Uncertainty in Income Taxes, (“ASC 740-10”). Under this method, deferred income taxes are determined based on which require the estimated future tax effectsrecognition 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 thea 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 “moremore likely than not” criteria,not threshold, 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. We applied these changes to tax positions for our fiscal years ending December 31, 2017 and December 31, 2016. We had no material unrecognized tax benefits and no adjustments to our financial position, results of operations or cash flows were required. Generally, federal, state and local authorities may examine the Company's tax returns for three years from the date of filing. We do not expect that unrecognized tax benefits will increase within the next twelve months. We recognize accrued interest and penalties related to uncertain tax positions as income tax expense. 

Retained Earnings Distributions

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.

Preferred Stock Dividends

The holdersholder 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 holdersholder 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”)Management has determined that all recently 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 standardaccounting pronouncements 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 (“ASU”) 2016-01 through 2016-17. Except for ASU 2016-02, 2016-09, and 2016-15, which are discussed below, the 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. Because neither the Company nor any of its subsidiaries are parties to any leases, this ASU had no impact on the accompanying Financial Statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-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. This ASU is adopted and is not expected to have a material impact on the Company’s Financial Statements.financial statements or do not apply to the Company’s operations.

Note 5. Equipment and Furnishings

In August 2016,

Depreciation expense related to equipment and furnishings amounted to $808 for 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.quarter ended March 31, 2018.

Note 5.6. Preferred Stock and Common Stock

Stock Split

In April 2017, the board of directors and the then majority shareholder approved a 1 for 10 reverse stock split (“Stock Split”) of the issued and outstanding shares of common stock of the Company. On June 15, 2017, the Company filed an amendment to its articlescertificate of incorporation 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-tenthone - 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 the companyCompany or the proportionate voting rights and other rights and preferences of the stockholders, except for adjustments that may result from the treatment of fractional shares, which have been rounded to the nearest whole share. There are 2,536,224 shares of common stock issued and outstanding after the Stock Split. The number of the Company’s authorized shares of common stock was not affected by the Stock Split. The proposed reverse stock split will likely increase the per share trading price of our common stock, increasing the attractiveness of our shares to potential investors and the financial community.

Private Placement

Through June 30,From February 10, 2017 through December 31, 2017, the Company accepted subscriptions of $1,832,505$1,940,005 for unregistered shares of the Company’s common stock for $0.15$1.50 a share (in the(the “2017 Private Placement”) which resulted in the issuance of 1,221,670 (post-split) shares of common stock.. The issuances of common stock were made in reliance on section 4(2)Section 4(a)(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and rule 506 of Regulation D ofRule 506(b) under the Securities Act. As of July 31, 2017, the Company has received an additional $100,000 in 2017 Private Placement funds. The proceeds offrom the 2017 Private Placement will be used for working capital and to fund operations. The Company issued 1,293,334 shares of common stock under the 2017 Private Placement, along with 2,500 shares of common stock under a prior private placement.

Preferred Stock Exchange

In April 2017, wethe Company 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 (post-split) common stock and each dollar of preferred dividend would be exchanged for 0.2 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.stock, which were issued in the third quarter of 2017. The effective date of the exchange is June 30, 2017. We issued an instruction letterThis exchange resulted in deemed dividends on preferred stock conversion of $148,125.

Subsequent to our transfer agent on July 14, 2017 to issue 257,831 (post-split)the reverse stock split, the private placement and the preferred stock exchange, there are 2,610,568 shares of common stock toissued and outstanding, consisting of 1,059,581 shares after the reverse stock split, 1,293,156 shares from the private placement and 257,831 shares from the preferred shareholders. The shares are in processstock and preferred dividend exchange.

Preferred Stock Dividends

The holdersholder 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 beginbegan to accrue on January 1, 2010. Preferred Dividends shall be payable semiannually to the holdersholder 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 CorporationCompany legally available for payment of dividends.

CertainSubstantially all the 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. The total accrued but unpaid Preferred Dividends is $27,361 as of March 31, 2018 and December 31, 2017, respectively. An additional $6,250 of cumulative Preferred Dividends are undeclared and unaccrued as of March 31, 2018 and are not included in the balance sheet.

Common Stock

As of June 30, 2017,March 31, 2018, the Company’s board of directors and officers beneficially own 668,349 (post-split)828,060 shares of the Company’s common stock or 65.04%31.72% of the outstanding common stock. Also,Included in the 828,060 shares is 91,348 shares owned by Banyan Rail Holdings LLC and 351,966 shares owned by Marino Family Holdings LLC, owned 272,611 and 309,777 (post-split) shares of common stock of the Company, respectively.companies controlled by our chairman, Gary O. Marino.

Note 6. Income Taxes 

For the six months ended June 30, 2017 and 2016, the Company recorded a net loss resulting in an income tax provision and an effective tax rate 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-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 7.7. Earnings (Loss) per Share

The Company excluded from its diluted earnings per share calculation 5,000500 and 103,75010,375 common shares issuable upon conversion of shares of convertible preferred stock that were outstanding at June 30,March 31, 2018 and 2017, and December 2016, respectively, as their inclusion would be anti-dilutive.

Note 8. Stock-Based Compensation

Note 8. Stock-Based CompensationOn August 23, 2017, the Company issued an aggregate of 60,000 stock options to its directors and officers. The related stock compensation expense was not material.

The Company previously had stock option agreements with its directors and officers. Details of options activity is as follows:

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-free interest rate. The risk-free interest rate is the five yearfive-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. All 60,000 options were fully vested at grant date. The intrinsic value is not material.

Note 9.9. Related Party Relations and 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, a member of the Company’s interim chief executive officer, interim presidentCompany's board of directors, and interim chief financial officer, andMr. 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 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 reimbursement of $117,756 of 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 fromThis reimbursement of previously paid expenses by BEP for costs relatedis offset in general and administrative expenses as of March 31, 2017, which caused general and administrative expenses to acquiring the property.have a credit balance of $7,270 during that quarter.

On July 27, 2016, the Company entered into a Demand 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 balance drawn on the New Note including accrued interest was paid in full May 31, 2017. The Note remains available to the Company to draw upon.  

On June 8, 2017, MedAmerica entered into an office lease and administrative support agreement (the “Agreement”) with BEP. The Agreement has a month-to-month term commencing on June 1, 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 $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. Total expense incurred under these agreements amounted to $45,000 and $19,815 for the quarters ended March 31, 2018 and 2017, respectively.

On June 14, 2017, the Company entered into a letter of intent with Patriot to reacquire all of the capital units of BMP from Patriot, for $9,536,582.$9,536,582 which is the purchase price of the Medical Office Building. The letter of intent isin non-binding, provides for a ninety-dayninety -day exclusive diligence period, and is contingent upon Banyanthe Company obtaining financing to complete the acquisition. The letter of intent was extended to December 15, 2017 at which time it expired. The Company has no current plans to further pursue this acquisition.

The Company’s directors are currentlyhave not receivingreceived cash or other compensation for their services in 2017 or 2016 but were compensated with common stock and no amounts have been recordedstock options. See footnote 6 Preferred Stock and Common Stock and footnote 8 Stock-Based Compensation for further discussion. In the third quarter of 2017, the Company hired a new president and chief executive officer and a new chief financial officer who are husband and wife. Also, in the Company’s financial statements forthird quarter of 2017, the value of their services as of June 30, 2017.Company issued 15,000 common stock options to the president and CEO and 45,000 shares to other board members and officers. The related stock compensation was not material.

As of June 30, 2017,March 31, 2018, the Company’s board of directors and officers beneficially own 668,349 (post-split)828,060 shares of the Company’s common stock or 65.04%31.72% of the outstanding common stock. Also,Included in the 828,060 shares is 91,348 shares owned by Banyan Rail Holdings LLC and 351,966 shares owned by Marino Family Holdings LLC, owned 272,611 (post-split)companies controlled by our chairman, Gary O. Marino.

Paul Dennis, director and 309,777 (post-split)previously interim president, interim chief executive officer and interim chief financial officer, participated in the 2017 Private Placement investing $150,000 for 100,000 shares of common stock of the Company, respectively.stock.  

Note 10.10. Subsequent 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 7, 2017, BMP entered into an agreement to purchase a medical office building in Tucson, Arizona for $3.6 million. The Tucson purchase is subject to an inspection period and typical acquisition contingencies. If BMP completes the acquisition of the Tucson property before we reacquire BMP, then we will negotiate with BMP for an appropriate adjustment to the purchase price 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.

Note 11. Quasi-Reorganization

The Company completed a quasi-reorganization pursuantevaluates subsequent events and transactions that occur after the balance sheet date up to Section 210 of the Codification of Financial Reporting Policies (“Quasi-Reorg”) effective June 30, 2017.date that the financial statements were issued for potential recognition or disclosure. The Quasi-Reorg allowed the Company to reduce its accumulated deficit by reclassifying it into additional paid-in-capitaldid not identify any subsequent events that would have required adjustment or disclosure in the equity section of the balance sheet. This provides, management believes, a more realistic view of the Company’s current financial status, new line of business and changes in its business plan.statements.

The following table shows the account balances

In April 2017, our board of directors and the then holders of a majority of our outstanding shares of common stock approved by written consent amendments to the Company’s articles of incorporation to (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 State of Delaware and the name change and stock split became effective with the Financial Industry Regulatory Authority, Inc. (“FINRA”) on June 20, 2017.

The name change reflects our new strategy of pursuing acquisitions of well-located medical office buildings. Pursuant to the reverse 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 the company or the proportionate voting rights and other rights and preferences of the stockholders, except for adjustments that may result from the treatment of fractional shares, which have been rounded to the nearest whole share. There were 2,536,224 shares of common stock issued and outstanding after the reverse stock split and preferred stock exchange. The number of the Company’s authorized shares of common stock was not affected by the stock split. The reverse stock split will likely increase the per share trading price of our common stock, increasing the attractiveness of our shares to potential investors and the financial community.

Private Placement

In February 2017, management began approaching certain accredited investors offering unregistered shares of the Company’s common stock for $0.15 a share in order to raise working capital and fund our operations (the “2017 Private Placement”). Through June 30, 2017, we accepted subscriptions for $1,832,505 in the 2017 Private Placement which results in the issuance of 1,221,670 (post-split) shares of common stock. The issuances of common stock were made in reliance on section 4(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and rule 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.

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 Preferred Dividends accrued 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 our offer resulting in the conversion of 9,875 shares of Preferred Stock and $301,656 of 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.

Purchase of Banyan Medical Partners

On June 14, 2017, MedAmerica entered into a letter of intent with Patriot to reacquire all capital units of BMP for $9,536,582. In 2016, MedAmerica originally formed BMP and its subsidiary, BSP, to embark on a new strategy to pursue the acquisition of well-located medical office buildings, particularly in the sunbelt states. In August 2016, BSP entered into an agreement to purchase the Surprise Medical Plaza, located in Surprise, Arizona. Although the Company pursued various options to finance the acquisition, management was unable to complete the transaction in the time frame provided for in the purchase agreement. As a result, the board decided to transfer BMP and BSP to Patriot, an entity owned by Gary O. Marino, the Company’s chairman of the board, in March 2017. BSP subsequently completed the acquisition of the Surprise Medical Plaza property. The letter of intent entered into between MedAmerica with Patriot is non-binding, provides for a ninety-day exclusive diligence period, and is contingent upon the Company obtaining financing to complete the acquisition.

Original Sale of Banyan Medical Partners

During 2016, the Company established a wholly-owned subsidiary, BMP, and certain other subsidiaries of BMP. The purpose of these companies was to acquire medical office buildings in the United States. The Company was unable to raise the capital needed on a timely basis to consummate the first medical building opportunity. On March 9, 2017, the Company sold its wholly-owned subsidiary, BMP, and BMP’s subsidiaries to Patriot.

Quasi-Reorganization

In an effort to provide a more realistic view of the Company’s current financial status and new line of business, effective June 30, 2017, the Company completed a quasi-reorganization pursuant to Section 210 of the Codification of Financial Reporting Policies (“Quasi-Reorg”). This Quasi-Reorg allowed the Company to reduce its accumulated deficit by reclassifying it into additional paid-in-capital in the equity section of the balance sheet.

The following table shows the account balances of additional paid in capital and accumulated deficit as of June 30, 2017, before and after the Quasi-Reorg showing the accumulated deficit balance is zero after the adjustment.

Critical Accounting Policies and Estimates

In response to the SEC's financial reporting release, FR-60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, the Company has selected its most subjective accounting estimation process for purposes of explaining the methodology used in calculating the estimate in addition to the inherent uncertainties pertaining to the estimate and the possible effects on the Company's financial condition.  These estimates involve certain assumptions that if incorrect could create a material adverse impact on the Company's results of operations and financial condition.  For a discussion of our significant accounting policies, seeSee Note 4 –- "Summary of Significant Accounting Policies" in the accompanying Notes to Financial Statements.

Results from Operations

The following table summarizes our results for the three and six months ended June 30, 2017March 31, 2018 and 2016:2017:

General and Administrative Expenses

General and administrative expenses include: compensation expense, professional fees, insurance, office and rent expenses and costs related to being a public company.

For the sixthree months ended June 30, 2017,March 31, 2018, general and administrative expenses decreased $83,107 or 27.0%increased $216,071 compared to the sixthree months ended June 30, 2016.March 31, 2017. The first quarter of 2017 included $117,756 of prior year expenses reimbursed by a related party relative to the sale of BMP.

TheNet of the $117,756 expense reimbursement that reduced general and administrative expenses during the three months ended March 31, 2017, the overall decreaseincrease in general and administrative expenses is primarily due to:

For

Interest expense

Interest expense was $384 and $12,278 for the three monthsquarters ended June 30,March 31, 2018 and 2017, general and administrative expenses decreased $24,347 or 17.6% comparedrespectively. The decrease in interest expense was due to the six months ended June 30, 2016.repayment of a related party note payable in 2017.

The overall decrease in general and administrative expenses is primarily due to:

Income Tax Expensetax expense

AIncome tax expense was $0 for the quarters ended March 31, 2018 and 2017, respectively, due to a full valuation allowance offsets netbeing recorded by the Company for any deferred tax assets for which future realization is considered to be less likely than not. created as the result of any net operating losses generated by operations.

A valuation allowance is evaluated by considering all positive and negative evidence about whether the deferred tax assets will be realized. At the time of evaluation, the allowance can be either increased or reduced. A reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required.

The Company recorded an operating loss for the quarter, 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.

Net (Loss) Incomeloss attributable to common shareholders

Net loss attributable to common stockholdersshareholders was $0.10 per share and $0.35($0.08) per share for the six monthsquarter ended June 30,March 31, 2018 as compared to ($0.0) per share for the quarter ended March 31, 2017. The difference of ($0.08) per common share is primarily the result of a 2017 reimbursement of deal costs by a related party of approximately $118,000 and 2016, respectively.an increase in 2018 general and administrative expenses of $86,000.

Net loss attributable to common stockholders was $0.09 per shareFinancial Condition and $0.16 per shareLiquidity

Our cash balances at May 14, 2018, March 31, 2018 and December 31, 2017 were $455,843,  $479,252 and $708,382, respectively. The following is a summary of our cash flow activity for the three months ended June 30, 2017March 31, 2018 and 2016, respectively.2017:

Financial Condition and liquidityNet cash provided by (used) in operating activities

The Company does not currently generate revenue and is dependent on generating funds through debt or equity capital raisesFor the three months ended March 31, 2018, net cash used in operating activities was $216,630 as compared to cover its general and administrative costs. Beginning February 10, 2017 through the datenet cash provided by operating activities of this filing, the Company has approached certain accredited investors seeking to raise up to $2.0 million in exchange$29,161 for the Company’s common stock. As of the date of this report, the Company has raised $1,932,505three months ended March 31, 2017. The increase in the 2017 Private Placement.

Our independent certified public accounting firm issued its report dated March 27, 2017cash used in connection with the audit of our financial statements as of 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. We believe this previous doubt about the Company’s ability to continue as a going concern has been alleviated for the foreseeable futureoperating activities was primarily due to the amount2017 reimbursement of funds raiseddeal costs by the Companya related party, 2018 reduction in the firstaccounts payable and second quarters of 2017.accrued expenses and 2018 increase in net operating activities.

The following table summarizes our cash flow activity:

Net cash provided by (used in) operatinginvesting activities

For the sixthree months ended June 30, 2017,March 31, 2018, net cash used in operatingprovided by investing activities was $48,350$0 as compared to net cash used in operatingprovided by investing activities of $265,962$110,000 for the sixthree months ended June 30, 2016.March 31, 2017. The increasedecrease in cash provided by operatinginvesting activities was primarily due to the reduction in net loss and cash provided by the decrease in property deposits.

Net cash provided by financing activities

For the sixthree months ended June 30, 2017,March 31, 2018, net cash used in financing activities was $12,500 as compared to net cash provided by financing activities was $1,275,310 as compared to zeroof $533,432 for the sixthree months ended June 30, 2016.March 31, 2017. The decrease in net cash provided by financing activities was due primarily fromto the 2017 Private Placement which was launched on February 10, 2017 and raised a net $1,733,928$675,000 (net of costs) through June 30,the March 31, 2017. This was offset by a net decrease in the demand loan from a related party of approximately $627,756.$141,568. The $12,500 used in financing activities during the three months ended March 31, 2018 related to repayments of the note payable – insurance financing.

At June 30, 2017, the Company had net working capital of $1,158,692 as compared to net working capital deficit of $754,634 at December 31, 2016. The improvement in working capital is primarily due to the cash received from the 2017 Private Placement. The Company recognizes that as a result of the lack of operations, it will continue to rely upon the sale of stock or capital contributions from investors to generate cash flow and we hope to generate cash from buyingoperating medical office buildings.

As of May 14, 2018, we have cash of $455,843.  We believe that the cash and a line of credit from a related party should meet our working capital needs for at least the next 12 months.  However, as part of our business model seking to acquire medical office buildings, we intend to seek to raise equity.  We cannot assure you that we will commence this task or that we will be successful.  

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our interim chief executive officer and interim chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 13a-15(e)) as of June 30, 2017.March 31, 2018.

Based on this evaluation, our interim chief executive officer and interim chief financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2017. Further, thereMarch 31, 2018. 

    Changes in Internal Control over Financial Reporting

              There have been no changes in our internal controlcontrols over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended June 30, 2017March 31, 2018, identified in connection with our evaluation that havehas materially affected, or are reasonably likely to materially affect, our internal controlcontrols over financial reporting (as defined in Exchange Act Rule 13a-15(f)).reporting.

Part II — Other Information

Item 1. Legal Proceedings

The Company is not a party, nor is its property the subject of, any material pending legal proceedings.

Item 1A. Risk Factors

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Private PlacementNone

In February 2017, management began approaching certain accredited investors offering unregistered shares of the Company’s common stock for $0.15 a share in order to raise working capital and fund our operations (the “2017 Private Placement”). Through June 30, 2017, we accepted subscriptions for $1,832,505 in the 2017 Private Placement which resulted in the issuance of 1,221,670 (post-split) shares of common stock. The issuances of common stock were made in reliance on section 4(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and rule 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.

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 Preferred Dividends accrued 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 our offer resulting in the conversion of 9,875 shares of Preferred Stock and $301,656 of 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.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

*Filed herewith

**Furnished herewith