Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 15, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | true | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | 10,567,235 | |
Amendment Description | MedAmerica Properties Inc., formerly known as Banyan Rail Services Inc. (the “Company”), is restating its condensed consolidated balance sheet as of March 31, 2017, and the condensed consolidated statement of stockholders’ (deficit) equity for the period ended March 31, 2017. The Company has added footnote 11 to its condensed consolidated financial statements showing the as previously filed financial statements, the restatement adjustment and as restated columns for the restated financial statements. On February 1, 2010, the Company issued 10,375 shares of Series A Cumulative Preferred Stock (the “Series A Preferred Stock”). The holders of the Series A Preferred Stock are entitled to receive semiannual cumulative, non-compounded dividends on each outstanding share of Series A Preferred Stock at the rate of 10.0% of the issuance price per annum (“Series A Preferred Dividends”), which began to accumulate effective January 1, 2010, when and as declared by the Company’s board of directors. The board has not declared any cash dividends on the Series A Preferred Stock. In 2015 and 2016, the Company issued shares of common stock to preferred stockholders who agreed to accept the common stock in lieu of cash dividends on the Series A Preferred Stock. From February 1, 2010 through December 31, 2016, the Company recorded a liability for accumulated undeclared Series A Preferred Dividends and a related reduction to additional paid in capital. In its Form 10-Q for the quarter ended March 31, 2017 filed with the Securities and Exchange Commission on May 15, 2017, the Company reported the unpaid dividends in the footnotes to the condensed consolidated financial statements but not as a liability and related reduction to paid in capital as previously reported. This Form 10-Q/A to our Form 10-Q for the quarter ended March 31, 2017 includes the restated financial statements described above and related footnote disclosure and reflects a return to the reporting methodology previously utilized by the Company concerning the undeclared preferred dividends. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 673,043 | $ 450 |
Property deposits | 0 | 110,000 |
Prepaid insurance and other current assets | 21,781 | 31,703 |
Total current assets | 694,824 | 142,153 |
Total assets | 694,824 | 142,153 |
Current liabilities | ||
Accounts payable | 67,016 | 62,039 |
Accrued payroll | 0 | 42 |
Accrued professional fees | 10,200 | 33,863 |
Accrued expenses | 30,697 | 0 |
Note payable to related party, including accrued interest of $13,208 | 342,536 | 471,826 |
Accrued dividends | 329,017 | 329,017 |
Total current liabilities | 779,466 | 896,787 |
Total liabilities | 779,466 | 896,787 |
Commitments and contingencies | ||
Stockholders' (deficit) equity | ||
Series A Preferred stock, $0.01 par value. 20,000 shares authorized, 10,375 issued at March 31, 2017 and December 31, 2016 | 104 | 104 |
Common stock, $0.01 par value. 50,000,000 shares authorized, 10,567,235 issued as of March 31, 2017 and December 31, 2016 | 105,616 | 105,672 |
Additional paid-in capital | 109,670,269 | 109,740,902 |
Accumulated deficit | (110,535,631) | (110,530,623) |
Treasury stock, at cost, for 5,655 shares | 0 | (70,689) |
Common stock subscribed | 675,000 | 0 |
Total stockholders' (deficit) equity | (84,642) | (754,634) |
Total liabilities and stockholders' (deficit) equity | $ 694,824 | $ 142,153 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 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 | 10,567,235 | 10,567,235 |
Treasury Stock, Shares | 5,655 | |
Interest Payable, Current | $ 13,208 | $ 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 | 10,375 | 10,375 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
General & administrative expenses | $ 110,486 | $ 169,246 |
Loss from operations | (110,486) | (169,246) |
Interest expense | (12,278) | 0 |
Sale of Banyan Medical Partners | 117,756 | 0 |
Net loss | (5,008) | (169,246) |
Dividends for the benefit of preferred stockholders: | ||
Preferred stock dividends | 0 | (25,945) |
Total dividends for the benefit of preferred stockholders | 0 | (25,945) |
Net loss attributable to common stockholders | $ (5,008) | $ (195,191) |
Weighted average number of common shares outstanding: | ||
Basic and diluted | 10,567,235 | 10,331,487 |
Net loss per common share from continuing operations, basic and diluted | $ 0 | $ (0.02) |
Net loss attributable to common stockholders per share | $ 0 | $ (0.02) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (5,008) | $ (169,246) |
Changes in assets and liabilities: | ||
Decrease in property deposits | 110,000 | 0 |
Decrease in prepaid expenses | 9,922 | (741) |
Increase in accounts payable and accrued expenses | 11,969 | 23,772 |
Increase in accrued interest - related party | 12,278 | 0 |
Net cash provided by (used in) operating activities | 139,161 | (146,215) |
Cash flows from financing activities: | ||
Payment of note payable - related party | (268,101) | 0 |
Proceeds on note payable - related party | 126,533 | 0 |
Proceeds from common stock subscribed | 675,000 | 0 |
Net cash provided by financing activities | 533,432 | 0 |
Net increase (decrease) in cash | 672,593 | (146,215) |
Cash at beginning of period | 450 | 327,382 |
Cash at end of period | 673,043 | 181,167 |
Non cash financing activities: | ||
Preferred stock dividends in excess of payments | 0 | 25,945 |
Issuance of common shares in lieu of cash dividends payable | $ 0 | $ 29,250 |
Consolidated Statements of Stoc
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 | $ 103,174 | $ 0 | $ 104 | $ 109,652,901 | $ (109,658,014) | $ (70,689) |
Stockholders’ (deficit) equity (in shares) at Dec. 31, 2015 | 10,317,379 | 10,375 | 5,655 | ||||
Issuance of common stock | 29,249 | $ 298 | 28,951 | ||||
Issuance of common stock (in shares) | 29,856 | ||||||
Stock compensation expense | 165,000 | $ 2,200 | 162,800 | ||||
Stock compensation expense (in shares) | 220,000 | ||||||
Preferred stock dividends | (103,750) | (103,750) | |||||
Net loss | (872,609) | (872,609) | |||||
Stockholders’ (deficit) equity at Dec. 31, 2016 | (754,634) | $ 105,672 | 0 | $ 104 | 109,740,902 | (110,530,623) | $ (70,689) |
Stockholders’ (deficit) equity (in shares) at Dec. 31, 2016 | 10,567,235 | 10,375 | 5,655 | ||||
Common stock subscribed | 675,000 | 675,000 | |||||
Retire treasury stock | 0 | $ (56) | (70,633) | $ 70,689 | |||
Retire treasury stock (shares) | (5,655) | ||||||
Net loss | (5,008) | (5,008) | |||||
Cumulative | Scenario, Adjustment [Member] | (329,017) | (329,017) | |||||
Cumulative | 329,017 | 329,017 | |||||
Stockholders’ (deficit) equity (Scenario, Previously Reported [Member]) at Mar. 31, 2017 | 244,375 | 105,616 | 675,000 | $ 104 | 109,999,286 | (110,535,631) | $ 0 |
Stockholders’ (deficit) equity at Mar. 31, 2017 | $ (84,642) | $ 105,616 | $ 675,000 | $ 104 | $ 109,670,269 | $ (110,535,631) | $ 0 |
Stockholders’ (deficit) equity (in shares) (Scenario, Previously Reported [Member]) at Mar. 31, 2017 | 10,567,235 | 10,375 | 0 | ||||
Stockholders’ (deficit) equity (in shares) at Mar. 31, 2017 | 10,567,235 | 10,375 | 0 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Nature of Operations | Note 1. Nature of Operations Banyan Rail Services Inc. (the “Company”), was originally organized under the laws of the Commonwealth of Massachusetts in 1985 and was reorganized as a Delaware corporation in 1987. In 2016, our management team determined to pursue the acquisition, purchase and management of well-located medical office buildings throughout the United States with the intention of aggregating multiple properties with strong fundamentals in certain attractive geographic locations, particularly in the sunbelt states. We believe that investing in medical office buildings will generate strong cash flow and produce significantly increased value for our stockholders. Although we believe the acquisition and ownership of medical office buildings is fundamentally sound, there is no assurance that we will be successful in this endeavor or that we can locate, acquire and finance the acquisition of these properties. For more information concerning these risks, please see Part II, Section 1A “Risk Factors.” In preparation for this new strategy, our management team is focused on repositioning the Company, both operationally and financially. In addition to seeking equity and debt financing, we have taken the actions described below under “Recent Events” to strengthen our balance sheet and pursue our new strategy. |
Principles of Consolidation and
Principles of Consolidation and Basis of Presentation | 3 Months Ended |
Mar. 31, 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 Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company account balances have been eliminated in consolidation. Basis of Presentation The accompanying condensed consolidated 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 | 3 Months Ended |
Mar. 31, 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. The accompanying condensed consolidated financial statements have been prepared and are presented assuming the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements 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 $5,008 and $169,246 for the three months ended March 31, 2017 and 2016, respectively. At March 31, 2017, the Company had net working capital of $244,375 as compared to net working capital deficit of ($567,770) at December 31, 2016. In February 2017, we began approaching certain accredited investors offering unregistered shares of the Company’s common stock for $ 0.15 1,369,755 9,131,700 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 4. Summary of Significant Accounting Policies 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 and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 $423,043. Recorded financial instruments as of March 31, 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. The Company computes net income (loss) per common share in accordance with the provision included in ASC 260, Earnings per Share The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes Accounting for Uncertainty in Income Taxes 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, 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. 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 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) During 2016, the FASB has issued Accounting Standards Updates (“ASUs”) 2016-01 through 2016-17. Except for ASU 2016-02, 2016-09, and 2016-15, which are discussed below, these 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) In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows |
Preferred Stock and Common Stoc
Preferred Stock and Common Stock | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Preferred Stock and Common Stock | Note 5. Preferred Stock and Common Stock In April 2017, we offered shares of our common stock to the holders of our preferred stock in exchange for their preferred shares and accumulated dividends on the preferred. Pursuant to the offer, each share of preferred stock would be exchanged for 200 2,733,034 In February 2017, we began approaching certain accredited investors offering unregistered shares of the Company’s common stock for $ 0.15 1,369,755 9,131,700 Preferred Stock Dividends From the date of the original issuance of the series A preferred stock, February 1, 2010, the Company’s board of directors had not declared the payment of Series A Cumulative Preferred Dividends on the issued and outstanding shares of preferred stock other than for the dividends paid with common shares as discussed below. Certain Series A Preferred stockholders had previously agreed to accept common stock in lieu of cash for payment of Series A Cumulative Preferred Dividends. In February 2016, the 29,856 29,249 Series A Preferred Stock Dividends for those Series A Preferred stockholders who accepted the common stock in lieu the of cash offer. Scheduled Accumulated December 31, 2015 $ 254,517 June 30, 2016 $ 22,625 $ 277,142 December 31, 2016 $ 51,875 $ 329,017 As of March 31, 2017, Banyan Rail Holdings LLC (“Banyan Holdings”) and Marino Family Holdings LLC owned 2,726,114 3,097,778 common stock of the Company, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6. Income Taxes For the three months ended March 31, 2017 and 2016, the Company recorded an income tax provision of $0. The effective tax rate for the three months ended March 31, 2017 and 2016 was 0%. The tax rate differs from the statutory federal rate of 34 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 |
Earnings (loss) per Share
Earnings (loss) per Share | 3 Months Ended |
Mar. 31, 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 103,750 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
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, March 31, 2017 - $ - $ - - $ - Prior to June 30, 2010, the Company had not adopted a formal stock option plan. The number of options issued and the grant dates were determined at the discretion of the Company’s Board. Certain options vest at the date of grant and others vest over a one year period. The options are exercisable for periods not exceeding three to five years from the date of grant. 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 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 | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9. Related Party Transactions On July 27, 2016, the Company entered into a Demand Note and Loan Agreement (the “Note”) with Boca Equity Partners LLC (“BEP”) providing for draws of up 250,000 Loans under the Note bear interest at an annual rate 10 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. The New Note balance at March 31, 2017 was 342,536 represents advances from BEP under the New Note, payments made since the date of the New Note and interest accrued thereon. The New Note bears 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 Gary O. Marino, the Company’s chairman of the board, is the chairman, president, and chief executive officer of BEP. 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 a wholly-owned subsidiary, Banyan Medical Partners, LLC (“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 Equity, LLC, a limited liability company owned solely by Gary O. Marino, the Company’s chairman of the board. 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 $ 277,756 110,000 117,756 The Company’s directors are currently not receiving cash compensation for their services, and no amounts have been recorded in the Company’s financial statements for the value of their services as of March 31, 2017. The Company’s board of directors and officers beneficially 7,092,375 March 31, 2017 67.12 % of the outstanding common stock. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | In February 2017, we began approaching certain accredited investors offering unregistered shares of the Company’s common stock for $ 0.15 1,369,755 9,131,700 On April 17, 2017 and May 1, 2017, the Company paid down portions of the note payable under the New Note in the amounts of $ 150,000 100,000 |
Restatement
Restatement | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement | Note 11. Restatement MedAmerica Properties Inc., formerly known as Banyan Rail Services Inc. (the “Company”), is restating its condensed consolidated balance sheet as of March 31, 2017, and its condensed consolidated statement of stockholders’ (deficit) equity for the period ended March 31, 2017. The restatement shows the as previously filed, restatement adjustment and as restated columns for the balance sheet as of March 31, 2017. On February 1, 2010, the Company issued 10,375 10.0 The Series A Preferred Dividends shall be payable semiannually to the holders of Series A Preferred Stock, when declared by the board of directors. From the date of the original issuance of the Series A Preferred Stock, February 1, 2010, the Company’s board of directors had not declared the payment of Series A Preferred Dividends on the issued and outstanding shares of preferred stock other than for those dividends paid with common shares. In 2015 and 2016, the board of directors declared Series A Preferred Dividends for certain Series A Preferred Stock holders had agreed to accept common stock in lieu of cash for payment of Series A Preferred Dividends. From February 1, 2010 through December 31, 2016, the Company had been recording a liability for accumulated undeclared Series A Preferred Dividends and a related reduction to additional paid-in-capital. The Company should have continued recording a liability on the Company’s balance sheet but inadvertently did not. This restatement reflects the continuation of the dividend policy. This Amendment on Form 10-Q/A to our Form 10-Q for the quarter ended March 31, 2017 which was filed with the SEC on May 15, 2017, is being filed to reflect the restatement of our condensed consolidated financial statements, the footnotes to our financial statements and other disclosures as necessary. The following statements present the effect of this restatement. As Previously Filed Restatement As Restated ASSETS Current assets Cash $ 673,043 - $ 673,043 Property deposits - - - Prepaid insurance and other current assets 21,781 - 21,781 Total current assets 694,824 - 694,824 Total assets $ 694,824 $ - $ 694,824 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY Current liabilities Accounts payable $ 67,016 - 67,016 Accrued payroll - - - Accrued professional fees 10,200 - 10,200 Accrued expenses 30,697 - 30,697 Note payable to related party, including accrued interest of $13,208 342,536 - 342,536 Accrued dividends - 329,017 329,017 Total current liabilities 450,449 329,017 779,466 Total liabilities 450,449 329,017 779,466 Commitments and contingencies - - - Stockholders' (deficit) equity Series A Preferred stock 104 - 104 Common stock 105,616 - 105,616 Additional paid-in capital 109,999,286 (329,017) 109,670,269 Accumulated deficit (110,535,631) - (110,535,631) Treasury stock, at cost, for 5,655 shares - - - Common stock subscribed 675,000 - 675,000 Total stockholders' (deficit) equity 244,375 (329,017) (84,642) Total liabilities and stockholders' (deficit) equity $ 694,824 $ - $ 694,824 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
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 and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 $423,043. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Recorded financial instruments as of March 31, 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 ASC 260, Earnings per Share |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes Accounting for Uncertainty in Income Taxes 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, 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 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 |
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) During 2016, the FASB has issued Accounting Standards Updates (“ASUs”) 2016-01 through 2016-17. Except for ASU 2016-02, 2016-09, and 2016-15, which are discussed below, these 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) In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows |
Preferred Stock and Common St19
Preferred Stock and Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Preferred Stock Dividends scheduled and accumulated | Scheduled Accumulated December 31, 2015 $ 254,517 June 30, 2016 $ 22,625 $ 277,142 December 31, 2016 $ 51,875 $ 329,017 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 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, March 31, 2017 - $ - $ - - $ - |
Restatement (Tables)
Restatement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Condensed Consolidated Balance Sheet as Previously Reported, Restatement Adjustment, and As Restated | The following table presents the condensed consolidated balance sheet as previously reported, restatement adjustment, and as restated as of March 31, 2017: As Previously Filed Restatement As Restated ASSETS Current assets Cash $ 673,043 - $ 673,043 Property deposits - - - Prepaid insurance and other current assets 21,781 - 21,781 Total current assets 694,824 - 694,824 Total assets $ 694,824 $ - $ 694,824 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY Current liabilities Accounts payable $ 67,016 - 67,016 Accrued payroll - - - Accrued professional fees 10,200 - 10,200 Accrued expenses 30,697 - 30,697 Note payable to related party, including accrued interest of $13,208 342,536 - 342,536 Accrued dividends - 329,017 329,017 Total current liabilities 450,449 329,017 779,466 Total liabilities 450,449 329,017 779,466 Commitments and contingencies - - - Stockholders' (deficit) equity Series A Preferred stock 104 - 104 Common stock 105,616 - 105,616 Additional paid-in capital 109,999,286 (329,017) 109,670,269 Accumulated deficit (110,535,631) - (110,535,631) Treasury stock, at cost, for 5,655 shares - - - Common stock subscribed 675,000 - 675,000 Total stockholders' (deficit) equity 244,375 (329,017) (84,642) Total liabilities and stockholders' (deficit) equity $ 694,824 $ - $ 694,824 |
Going Concern - Additional Inf
Going Concern - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 15, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Feb. 28, 2017 | |
Net Income (Loss) | $ (5,008) | $ (169,246) | $ (872,609) | ||
Working Capital | $ 244,375 | $ (567,770) | |||
Shares Issued, Price Per Share | $ 0.15 | ||||
Subsequent Event [Member] | |||||
Proceeds from Issuance of Private Placement | $ 1,369,755 | ||||
Stock Issued During Period, Shares, New Issues | 9,131,700 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended |
Mar. 31, 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 | $ 423,043 |
Preferred Stock and Common St24
Preferred Stock and Common Stock (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||||
Accumulated | $ 329,017 | $ 329,017 | $ 329,017 | ||
Scheduled | 103,750 | ||||
Series A Cumulative Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Accumulated | 329,017 | $ 277,142 | $ 329,017 | $ 254,517 | |
Scheduled | $ 51,875 | $ 22,625 |
Preferred Stock and Common St25
Preferred Stock and Common Stock - Additional Information (Details) - USD ($) | Feb. 01, 2010 | May 15, 2017 | Apr. 30, 2017 | Feb. 29, 2016 | Mar. 31, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Stockholders Equity Note [Line Items] | ||||||||
Shares Issued, Price Per Share | $ 0.15 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 0 | 0 | ||||||
Subsequent Event [Member] | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 9,131,700 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 200 | |||||||
Conversion of Stock, Shares Issued | 2,733,034 | |||||||
Proceeds from Issuance of Private Placement | $ 1,369,755 | |||||||
Series A Preferred Stock [Member] | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Dividends, Common Stock | $ 29,249 | |||||||
Common Stock Dividends, Shares | 29,856 | |||||||
Stock Issued During Period, Shares, New Issues | 10,375 | |||||||
Preferred Stock, Par Or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||||
Marino Family Holdings Llc | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Common Stock Held By Subsidiary Shares | 3,097,778 | |||||||
Banyan Rail Holdings LLC [Member] | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Common Stock Held By Subsidiary Shares | 2,726,114 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax [Line Items] | ||
Income Tax Expense (Benefit) | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 34.00% | |
Percentage Of Valuation Allowance | 100.00% |
Earnings (loss) per Share (Deta
Earnings (loss) per Share (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 103,750 | 103,750 |
Convertible Preferred Stock, Shares Issued upon Conversion | 0 | 0 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Option Activities) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 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 | $ 10.30 | |
Options granted | 0 | 0 | |
Options exercised | 0 | 0 | |
Options expired | 0 | (10.30) | |
Ending Balance | 0 | 0 | $ 10.30 |
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) - Stock Option and Award Plan 2010 [Member] | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years |
Maximum [Member] | |
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 ($) | Mar. 09, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Jul. 27, 2016 |
Related Party Transaction [Line Items] | |||||
Notes Payable, Related Parties, Current | $ 342,536 | $ 471,826 | |||
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates | $ 277,756 | ||||
Deposits Assets, Current | 0 | $ 110,000 | |||
Gain (Loss) on Disposition of Business | $ 117,756 | $ 0 | |||
Board of directors, officers, and officers of subsidiary [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ownership of related party in common Stock | 7,092,375 | ||||
Percentage Of Outstanding Of Common Stock | 67.12% | ||||
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% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | May 01, 2017 | May 15, 2017 | Apr. 17, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 28, 2017 |
Subsequent Event [Line Items] | ||||||
Shares Issued, Price Per Share | $ 0.15 | |||||
Repayments of Related Party Debt | $ 268,101 | $ 0 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 9,131,700 | |||||
Repayments of Related Party Debt | $ 100,000 | $ 150,000 | ||||
Proceeds from Issuance of Private Placement | $ 1,369,755 |
Restatement (Condensed Consolid
Restatement (Condensed Consolidated Balance Sheet as Previously Reported, Restatement Adjustment, and As Restated (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||||
Cash | $ 673,043 | $ 450 | $ 181,167 | $ 327,382 |
Property deposits | 0 | 110,000 | ||
Prepaid insurance and other current assets | 21,781 | 31,703 | ||
Total current assets | 694,824 | 142,153 | ||
Total assets | 694,824 | 142,153 | ||
Current liabilities | ||||
Accounts payable | 67,016 | 62,039 | ||
Accrued payroll | 0 | 42 | ||
Accrued professional fees | 10,200 | 33,863 | ||
Accrued expenses | 30,697 | |||
Note payable to related party, including accrued interest of $13,208 | 342,536 | 471,826 | ||
Accrued dividends | 329,017 | 329,017 | ||
Total current liabilities | 779,466 | 896,787 | ||
Total liabilities | 779,466 | 896,787 | ||
Commitments and contingencies | ||||
Stockholders' (deficit) equity | ||||
Series A Preferred stock | 104 | 104 | ||
Common stock | 105,616 | 105,672 | ||
Additional paid-in capital | 109,670,269 | 109,740,902 | ||
Accumulated deficit | (110,535,631) | (110,530,623) | ||
Treasury stock, at cost, for 5,655 shares | 0 | 70,689 | ||
Common stock subscribed | 675,000 | 0 | ||
Total stockholders' (deficit) equity | (84,642) | (754,634) | $ 27,476 | |
Total liabilities and stockholders' (deficit) equity | 694,824 | $ 142,153 | ||
Scenario, Previously Reported [Member] | ||||
Current assets | ||||
Cash | 673,043 | |||
Property deposits | 0 | |||
Prepaid insurance and other current assets | 21,781 | |||
Total current assets | 694,824 | |||
Total assets | 694,824 | |||
Current liabilities | ||||
Accounts payable | 67,016 | |||
Accrued payroll | 0 | |||
Accrued professional fees | 10,200 | |||
Accrued expenses | 30,697 | |||
Note payable to related party, including accrued interest of $13,208 | 342,536 | |||
Accrued dividends | 0 | |||
Total current liabilities | 450,449 | |||
Total liabilities | 450,449 | |||
Commitments and contingencies | ||||
Stockholders' (deficit) equity | ||||
Series A Preferred stock | 104 | |||
Common stock | 105,616 | |||
Additional paid-in capital | 109,999,286 | |||
Accumulated deficit | (110,535,631) | |||
Treasury stock, at cost, for 5,655 shares | 0 | |||
Common stock subscribed | 675,000 | |||
Total stockholders' (deficit) equity | 244,375 | |||
Total liabilities and stockholders' (deficit) equity | 694,824 | |||
Restatement Adjustment [Member] | ||||
Current assets | ||||
Cash | 0 | |||
Property deposits | 0 | |||
Prepaid insurance and other current assets | 0 | |||
Total current assets | 0 | |||
Total assets | 0 | |||
Current liabilities | ||||
Accounts payable | 0 | |||
Accrued payroll | 0 | |||
Accrued professional fees | 0 | |||
Accrued expenses | 0 | |||
Note payable to related party, including accrued interest of $13,208 | 0 | |||
Accrued dividends | 329,017 | |||
Total current liabilities | 329,017 | |||
Total liabilities | 329,017 | |||
Commitments and contingencies | ||||
Stockholders' (deficit) equity | ||||
Series A Preferred stock | 0 | |||
Common stock | 0 | |||
Additional paid-in capital | (329,017) | |||
Accumulated deficit | 0 | |||
Treasury stock, at cost, for 5,655 shares | 0 | |||
Common stock subscribed | 0 | |||
Total stockholders' (deficit) equity | (329,017) | |||
Total liabilities and stockholders' (deficit) equity | $ 0 |
Restatement - Additional Inform
Restatement - Additional Information (Details) - USD ($) | Feb. 01, 2010 | Mar. 31, 2017 | Dec. 31, 2016 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||
Interest Payable, Current | $ 13,208 | $ 13,208 | |
Treasury Stock, Shares | 5,655 | ||
Series Preferred Stock [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 10,375 | ||
Preferred Stock, Dividend Rate, Percentage | 10.00% |