Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 28, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | MedAmerica Properties Inc. | |
Entity Central Index Key | 764,897 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | MAMP | |
Entity Common Stock, Shares Outstanding | 2,536,224 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 1,324,110 | $ 450 |
Property deposits | 0 | 110,000 |
Prepaid insurance and other assets | 14,232 | 31,703 |
Total current assets | 1,338,342 | 142,153 |
Other assets | ||
Total assets | 1,338,342 | 142,153 |
Current liabilities | ||
Accounts payable and accrued expenses | 152,289 | 95,944 |
Accrued dividends | 27,361 | 329,017 |
Notes payable to related parties, including accrued interest of $13,208 | 0 | 471,826 |
Total current liabilities | 179,650 | 896,787 |
Total liabilities | 179,650 | 896,787 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Series A Preferred stock, $.01 par value. 20,000 shares authorized, 500 and 10,375 issued at June 30, 2017, and December 31, 2016, respectively | 5 | 104 |
Common stock, $0.01 par value, 50,000,000 shares authorized, 2,536,224 and 1,056,723 issued at June 30, 2017 and December 31, 2016, respectively | 158,461 | 10,567 |
Additional paid-in capital | 1,000,226 | 109,836,007 |
Accumulated deficit | 0 | (110,530,623) |
Treasury stock, at cost, for 5,655 shares | 0 | (70,689) |
Total stockholders' equity (deficit) | 1,158,692 | (754,634) |
Total liabilities and stockholders' equity (deficit) | $ 1,338,342 | $ 142,153 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 2,536,224 | 1,056,723 |
Treasury Stock, Shares | 5,655 | |
Interest Payable, Current | $ 13,208 | |
Series A Preferred stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, shares issued | 500 | 10,375 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
General & administrative expenses | $ 114,140 | $ 138,487 | $ 224,626 | $ 307,733 |
Loss from operations | (114,140) | (138,487) | (224,626) | (307,733) |
Interest expense | (3,110) | 0 | (15,388) | 0 |
Sale of Banyan Medical Partners | 0 | 0 | 117,756 | 0 |
Net loss | (117,250) | (138,487) | (122,258) | (307,733) |
Dividends for the benefit of preferred stockholders: | ||||
Preferred stock dividends | (25,930) | (51,875) | ||
Net loss attributable to common stockholders | $ (117,250) | $ (164,417) | $ (122,258) | $ (359,608) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted | 1,399,336 | 1,034,724 | 1,228,030 | 1,033,674 |
Net loss per common share from continuing operations, basic and diluted | $ (0.08) | $ (0.13) | $ (0.10) | $ (0.30) |
Net loss attributable to common shareholders per share | $ (0.08) | $ (0.16) | $ (0.10) | $ (0.35) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (122,258) | $ (307,733) |
Changes in assets and liabilities: | ||
Decrease in property deposits | 110,000 | 0 |
Decrease (increase) in prepaid expenses and other assets | 17,471 | (1,482) |
Increase in accounts payable and accrued expenses | 56,345 | 43,253 |
Decrease in accrued interest - related party | (13,208) | 0 |
Net cash provided by (used in) operating activities | 48,350 | (265,962) |
Cash flows from financing activities: | ||
Payment of demand loan - related party | (627,756) | 0 |
Proceeds from demand loan - related party | 169,138 | 0 |
Proceeds from issuance of common stock net of professional fees | 1,733,928 | 0 |
Net cash provided by financing activities | 1,275,310 | 0 |
Net increase (decrease) in cash | 1,323,660 | (265,962) |
Cash at beginning of period | 450 | 327,382 |
Cash at end of period | 1,324,110 | 61,420 |
Supplemental disclosure of cash flow information: | ||
Interest | 15,388 | 0 |
Non cash financing activities: | ||
Preferred stock dividend in excess of payments | 0 | 51,875 |
Issuance of common shares in lieu of cash dividends payable | 0 | 29,250 |
Quasi-Reorganization of accumulated deficit with APIC | $ 110,652,881 | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders’ (Deficit) Equity - USD ($) | Total | Common Stock | Common Stock Subscribed | Preferred Stock | Additional Paid in Capital | Accumulated Deficit | Treasury Stock |
Stockholders’ (deficit) equity at Dec. 31, 2015 | $ 27,476 | $ 10,318 | $ 0 | $ 104 | $ 109,745,757 | $ (109,658,014) | $ (70,689) |
Stockholders’ (deficit) equity (in shares) at Dec. 31, 2015 | 1,031,737 | 10,375 | 5,655 | ||||
Issuance of common stock | 29,249 | $ 29 | 29,220 | ||||
Issuance of common stock (in shares) | 2,986 | ||||||
Stock compensation expense | 165,000 | $ 220 | 164,780 | ||||
Stock compensation expense (in shares) | 22,000 | ||||||
Net loss | (872,609) | (872,609) | |||||
Preferred stock dividends | (103,750) | (103,750) | |||||
Stockholders’ (deficit) equity at Dec. 31, 2016 | (754,634) | $ 10,567 | $ 104 | 109,836,007 | (110,530,623) | $ (70,689) | |
Stockholders’ (deficit) equity (in shares) at Dec. 31, 2016 | 1,056,723 | 10,375 | 5,655 | ||||
Retire treasury stock | 0 | $ (56) | (70,633) | $ 70,689 | |||
Retire treasury stock (shares) | (5,655) | ||||||
Preferred stock and preferred dividends exchanged for common stock | 301,656 | $ 25,783 | $ (99) | 275,972 | |||
Preferred stock and preferred dividends exchanged for common stock (in Shares) | 257,831 | (9,875) | |||||
Common stock subscribed | 1,832,505 | 1,832,505 | |||||
Issuance of common stock | (98,577) | $ 122,167 | (1,832,505) | 1,611,761 | |||
Issuance of common stock (in shares) | 1,221,670 | ||||||
Net loss | (122,258) | (122,258) | |||||
Quasi-Reorganization, June 30, 2017 | 0 | (110,652,881) | 110,652,881 | ||||
Stockholders’ (deficit) equity at Jun. 30, 2017 | $ 1,158,692 | $ 158,461 | $ 0 | $ 5 | $ 1,000,226 | $ 0 | $ 0 |
Stockholders’ (deficit) equity (in shares) at Jun. 30, 2017 | 2,536,224 | 500 | 0 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 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 experienced severe losses from an operating subsidiary in the rail services sector. In 2016, after exploring various industries and researching numerous companies, the board of directors elected to pursue investing in commercial real estate. The Company is pursuing the acquisition and management of strategically located medical office buildings. In April 2017, our board of directors and the 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 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 June 20, 2017. As appropriate, all common stock share quantities have been updated to reflect the 1 for 10 reverse stock split. |
Principles of Consolidation and
Principles of Consolidation and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Principles of Consolidation and Basis of Presentation | 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-company 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. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Going Concern | 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 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 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 $ 117,250 138,487 122,258 307,733 1,158,692 754,634 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 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 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 limits and currently the cash balance exceeds federally insured limits by $ 1,074,110 Fair Value of Financial Instruments Recorded financial instruments as of June 30, 2017 consist of cash, prepaid expenses, 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 Accounting Standard Codification (“ASC”) 260, Earnings per Share (“ASC 260”). 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 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 Accounting Standards Codification (“ASC”) 740, Accounting for Income Taxes (“ASC 740”), as clarified by ASC 740-10, Accounting for Uncertainty in Income 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” criteria, the amount recognized in the financial statements is the largest benefit that has a greater than 50 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 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 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 (“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. 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. |
Preferred Stock and Common Stoc
Preferred Stock and Common Stock | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Preferred Stock and Common Stock | Note 5. 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 articles 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-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 are 2,536,224 Private Placement Through June 30, 2017, the Company accepted subscriptions of $ 1,832,505 0.15 1,221,670 100,000 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 9,875 301,656 257,831 257,831 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 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 29,249 Common Stock As of June 30, 2017, the Company’s board of directors and officers beneficially own 668,349 65.04 272,611 309,777 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 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 |
Earnings (loss) per Share
Earnings (loss) per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per Share | Note 7. Earnings (Loss) per Share The Company excluded from its diluted earnings per share calculation 5,000 and 103,750 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Stock-Based Compensation | Note 8. Stock-Based Compensation Weighted Weighted Weighted Average Average Average Remaining Number Exercise Price Fair Value at Contractual Intrinsic of Shares per Share Grant Date Life Value Balance January 1, 2016 5,000 $ 10.30 $ - 0.5 years $ - Options granted - - - - - Options exercised - - - - - Options expired (5,000) (10.30) - - - Balance, January 1, 2017 - - - - Options granted - - - - - Options exercised - - - - - Options expired - - - - - Balance, June 30, 2017 - $ - $ - - $ - 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 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 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 Demand Note and Loan Agreement (the “Note”) with BEP providing for draws of up to $ 250,000 10 471,826 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. 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. The letter of intent is non-binding, provides for a ninety-day exclusive diligence period, and is contingent upon Banyan obtaining financing to complete the acquisition. The Company’s directors are currently not receiving cash or other compensation for their services, and no amounts have been recorded in the Company’s financial statements for the value of their services as of June 30, 2017. As of June 30, 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 and Marino Family Holdings LLC owned 272,611 (post-split) and 309,777 (post-split) shares of common stock of the Company, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | In July 2017, the Company has received $ 100,000 On July 14, 2017, we issued an instruction letter to our transfer agent to issue 257,831 On August 7, 2017, BMP entered into an agreement to purchase a medical office building in Tucson, Arizona for $ 3.6 |
Quasi-Reorganization
Quasi-Reorganization | 6 Months Ended |
Jun. 30, 2017 | |
Quasi Reorganization [Abstract] | |
Quasi-Reorganization | Note 11. Quasi-Reorganization The Company completed a quasi-reorganization pursuant to Section 210 of the Codification of Financial Reporting Policies (“Quasi-Reorg”) effective June 30, 2017. The 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. 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. 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. Account (Debit) Credit Account Balance at: APIC Accumulated Deficit June 30, 2017 - Before Quasi-Reorganization 111,653,107 (110,652,881) Fresh Start Adjustment (110,652,881) 110,652,881 June 30, 2017 1,000,226 - |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | 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 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 | 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 limits and currently the cash balance exceeds federally insured limits by $ 1,074,110 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Recorded financial instruments as of June 30, 2017 consist of cash, prepaid expenses, 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 | Income (Loss) Per Common Share The Company computes net income (loss) per common share in accordance with the provision included in Accounting Standard Codification (“ASC”) 260, Earnings per Share (“ASC 260”). 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 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 | Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Accounting for Income Taxes (“ASC 740”), as clarified by ASC 740-10, Accounting for Uncertainty in Income 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” criteria, the amount recognized in the financial statements is the largest benefit that has a greater than 50 |
Retained Earnings distributions | 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 | Preferred Stock Dividends 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 |
Recently Issued Accounting Pronouncements | 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 (“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. 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. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Stock Option Activities | The Company previously had stock option agreements with its directors and officers. Details of options activity is as follows: Weighted Weighted Weighted Average Average Average Remaining Number Exercise Price Fair Value at Contractual Intrinsic of Shares per Share Grant Date Life Value Balance January 1, 2016 5,000 $ 10.30 $ - 0.5 years $ - Options granted - - - - - Options exercised - - - - - Options expired (5,000) (10.30) - - - Balance, January 1, 2017 - - - - Options granted - - - - - Options exercised - - - - - Options expired - - - - - Balance, June 30, 2017 - $ - $ - - $ - |
Quasi-Reorganization (Tables)
Quasi-Reorganization (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Quasi Reorganization [Abstract] | |
Schedule of Fresh-Start Adjustments | 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. Account (Debit) Credit Account Balance at: APIC Accumulated Deficit June 30, 2017 - Before Quasi-Reorganization 111,653,107 (110,652,881) Fresh Start Adjustment (110,652,881) 110,652,881 June 30, 2017 1,000,226 - |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) | 1 Months Ended |
Apr. 30, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Stockholders' Equity, Reverse Stock Split | 1 for 10 |
Going Concern - Additional Info
Going Concern - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Jul. 20, 2017 | |
Net Income (Loss) | $ (117,250) | $ (138,487) | $ (122,258) | $ (307,733) | $ (872,609) | |
Working Capital | 1,158,692 | 1,158,692 | 754,634 | |||
Common Stock Value | $ 158,461 | $ 158,461 | $ 10,567 | |||
Subsequent Event [Member] | Private Placement [Member] | ||||||
Common Stock Value | $ 1,900,000 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Significant Accounting Policies [Line Items] | |
Percentage Of Income Tax Examination Likelihood Of Tax Benefits Being Realized Upon Settlement | 50.00% |
Preferred Stock, Dividend Rate, Percentage | 10.00% |
Cash, FDIC Insured Amount | $ 1,074,110 |
Preferred Stock and Common St24
Preferred Stock and Common Stock - Additional Information (Details) - USD ($) | Jul. 14, 2017 | Jul. 31, 2017 | Jun. 30, 2017 | Apr. 30, 2017 | Feb. 29, 2016 | Jun. 30, 2017 |
Stockholders Equity Note [Line Items] | ||||||
Common Stock Held By Subsidiary Shares | 257,831 | |||||
Stockholders' Equity, Reverse Stock Split | 1 for 10 | |||||
Stock Issued During Period, Shares, Stock Splits | 2,536,224 | |||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||
Subsequent Event [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 257,831 | |||||
Series A Preferred Stock [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Dividends, Common Stock | $ 29,249 | |||||
Common Stock Dividends, Shares | 29,856 | |||||
Conversion of Stock, Shares Converted | 9,875 | |||||
Dividends Payable | $ 301,656 | |||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||
Marino Family Holdings Llc | ||||||
Stockholders Equity Note [Line Items] | ||||||
Common Stock Held By Subsidiary Shares | 309,777 | 309,777 | ||||
Banyan Rail Holdings LLC [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Common Stock Held By Subsidiary Shares | 272,611 | 272,611 | ||||
Beneficial Owner [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 65.04% | 65.04% | ||||
Private Placement [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 1,221,670 | |||||
Shares Issued, Price Per Share | $ 0.15 | $ 0.15 | ||||
Proceeds from Issuance of Private Placement | $ 1,832,505 | |||||
Private Placement [Member] | Subsequent Event [Member] | ||||||
Stockholders Equity Note [Line Items] | ||||||
Proceeds from Issuance of Private Placement | $ 100,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax [Line Items] | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 34.00% |
Percentage Of Valuation Allowance | 100.00% |
Earnings (loss) per Share - Add
Earnings (loss) per Share - Additional Information (Details) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,000 | 103,750 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Option Activities) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of shares | |||
Beginning Balance | 0 | 5,000 | |
Options granted | 0 | 0 | |
Options exercised | 0 | 0 | |
Options expired | 0 | (5,000) | |
Ending Balance | 0 | 0 | 5,000 |
Weighted Average Exercise Price per Share | |||
Beginning Balance | $ 0 | $ 10.3 | |
Options granted | 0 | 0 | |
Options exercised | 0 | 0 | |
Options expired | 0 | (10.30) | |
Ending Balance | 0 | 0 | $ 10.3 |
Weighted Average Fair Value at Grant Date | |||
Options granted | $ 0 | $ 0 | |
Weighted Average Remaining Contractual Life | |||
Weighted Average Remaining Contractual Life | 0 years | 6 months | |
Intrinsic Value | |||
Beginning Balance | $ 0 | $ 0 | |
Options granted | 0 | 0 | |
Options exercised | 0 | 0 | |
Options expired | 0 | 0 | |
Ending Balance | $ 0 | $ 0 | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jun. 14, 2017 | Jun. 08, 2017 | May 09, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Jul. 27, 2016 |
Related Party Transaction [Line Items] | |||||||||
Notes Payable, Related Parties, Current | $ 0 | $ 0 | $ 471,826 | ||||||
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates | $ 277,756 | ||||||||
Deposits Assets, Current | 0 | 0 | $ 110,000 | ||||||
Gain (Loss) on Disposition of Business | $ 0 | $ 0 | $ 117,756 | $ 0 | |||||
Chief Executive Officer [Member] | Patriot Equity LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | |||||||
Chief Executive Officer [Member] | Banyan Medical Partners LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | |||||||
Board of directors, officers, and officers of subsidiary | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership of related party in common Stock | 668,349 | 668,349 | |||||||
Percentage Of Outstanding Of Common Stock | 0.00% | ||||||||
Marino Family Holdings, LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership of related party in common Stock | 309,777 | 309,777 | |||||||
Banyan Rail Holdings LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership of related party in common Stock | 272,611 | 272,611 | |||||||
Boca Equity Partners LLC [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000 | ||||||||
Line of Credit Facility, Interest Rate at Period End | 10.00% | ||||||||
Occupancy Costs | $ 15,000 | ||||||||
Payments to Acquire Interest in Subsidiaries and Affiliates | $ 9,536,582 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] - USD ($) | Jul. 14, 2017 | Jul. 30, 2017 | Aug. 07, 2017 |
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 257,831 | ||
Purchase Price Of Building | $ 3,600,000 | ||
Private Placement 2017 [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from Issuance of Private Placement | $ 100,000 |
Quasi-Reorganization (Account (
Quasi-Reorganization (Account (Debit) Credit) (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Additional paid-in capital | $ 1,000,226 | $ 109,836,007 |
Accumulated deficit | 0 | $ (110,530,623) |
Scenario, Previously Reported [Member] | ||
Additional paid-in capital | 111,653,107 | |
Accumulated deficit | (110,652,881) | |
Restatement Adjustment [Member] | ||
Additional paid-in capital | (110,652,881) | |
Accumulated deficit | $ 110,652,881 |