Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 02, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Entity Registrant Name | MedAmerica Properties Inc. | ||
Entity Central Index Key | 764,897 | ||
Trading Symbol | mamp | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 2,610,568 | ||
Entity Public Float | $ 19,589,092 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and equivalents | $ 708,382 | $ 450 |
Property deposits | 110,000 | |
Prepaid insurance and other assets | 38,191 | 31,703 |
Total current assets | 746,573 | 142,153 |
Other assets | ||
Equipment & furnishings, net | 21,808 | |
Total other assets | 21,808 | |
Total assets | 768,381 | 142,153 |
Current liabilities | ||
Accounts payable and accrued expenses | 66,319 | 95,944 |
Accrued dividends | 27,361 | 329,017 |
Loan payable - insurance financing | 33,191 | |
Notes payable to related parties, including accrued interest of $13,208 | 471,826 | |
Total current liabilities | 126,871 | 896,787 |
Total liabilities | 126,871 | 896,787 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Series A Preferred stock, $0.01 par value, 20,000 shares authorized, 500 and 10,375 issued and outstanding at December 31, 2017 and 2016, respectively | 5 | 104 |
Common stock, $0.01 par value, 50,000,000 shares authorized, 2,610,568 and 1,056,723 issued and outstanding at December 31, 2017 and issued at December 31, 2016, respectively | 26,105 | 10,567 |
Additional paid-in capital | 111,861,799 | 109,836,007 |
Accumulated deficit | (111,246,399) | (110,530,623) |
Treasury stock, at cost, for 566 shares | (70,689) | |
Total stockholders' equity (deficit) | 641,510 | (754,634) |
Total liabilities and stockholders' equity (deficit) | $ 768,381 | $ 142,153 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Interest Payable, Current | $ 13,208 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Preferred stock, shares issued (in shares) | 500 | 10,375 |
Preferred stock, outstanding (in shares) | 500 | 10,375 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, issued (in shares) | 2,610,568 | 1,056,723 |
Common stock, outstanding (in shares) | 2,610,568 | 1,056,723 |
Treasury stock, shares (in shares) | 566 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
General & administrative expenses | $ 698,774 | $ 859,401 |
Loss from operations | (698,774) | (859,401) |
Interest expense | (17,002) | (13,208) |
Net loss | (715,776) | (872,609) |
Dividends for the benefit of preferred stockholders: | ||
Preferred stock dividends | (5,000) | (103,750) |
Deemed dividends on preferred stock conversion | (148,125) | |
Net loss attributable to common stockholders | $ (868,901) | $ (976,359) |
Basic and diluted average number of common shares outstanding: (in shares) | 1,516,165 | 1,038,895 |
Net loss per share - basic and diluted (in dollars per share) | $ (0.57) | $ (0.94) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows used in operating activities: | ||
Net loss | $ (715,776) | $ (872,609) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 808 | |
Note assumed by related party | (117,756) | |
Stock compensation expense | 165,000 | |
Changes in assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other assets | 26,703 | (22,951) |
Increase (decrease) in accounts payable and accrued expenses | (29,625) | 41,802 |
Net cash used in operating activities | (835,646) | (688,758) |
Cash flows provided by (used in) investing activities: | ||
Acquisition of equipment and furnishings | (22,616) | |
Decrease (increase) in property deposits | (50,000) | (110,000) |
Net cash provided by (used in) investing activities | (72,616) | (110,000) |
Cash flows provided by financing activities: | ||
Payment of demand loan & accrued interest - related party | (363,208) | |
Proceeds on demand loan - related party | 169,138 | 471,826 |
Proceeds from common stock subscribed, net of expenses | 1,810,264 | |
Net cash provided by financing activities | 1,616,194 | 471,826 |
Net increase (decrease) in cash | 707,932 | (326,932) |
Cash at beginning of period | 450 | 327,382 |
Cash at end of period | 708,382 | 450 |
Supplemental disclosure of cash flow information: | ||
Interest | 17,002 | |
Taxes | ||
Non cash financing activities: | ||
Preferred stock dividend | 103,750 | |
Deemed dividend on preferred stock conversion | 148,125 | |
Issuance of common shares in lieu of cash dividends payable | 29,249 | |
Shares issued for common stock subscribed | 1,940,005 | |
Conversion of preferred stock dividends to common stock | 301,656 | |
Prepaid insurance loan financing | $ 33,191 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Common Stock Subscribed [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
Stockholders’ (deficit) equity (in shares) at Dec. 31, 2015 | 1,031,737 | 10,375 | (70,689) | ||||
Stockholders’ (deficit) equity at Dec. 31, 2015 | $ 10,318 | $ 0 | $ 104 | $ 109,745,757 | $ (109,658,014) | $ 566 | $ 27,476 |
Issuance of common stock (in shares) | 2,986 | ||||||
Issuance of common stock | $ 29 | 29,220 | 29,249 | ||||
Stock compensation expense (in shares) | 22,000 | ||||||
Stock compensation expense | $ 220 | 164,780 | 165,000 | ||||
Net loss | (872,609) | (872,609) | |||||
Preferred stock dividends | (103,750) | (103,750) | |||||
Stockholders’ (deficit) equity (in shares) at Dec. 31, 2016 | 1,056,723 | 10,375 | (70,689) | ||||
Stockholders’ (deficit) equity at Dec. 31, 2016 | $ 10,567 | $ 104 | 109,836,007 | (110,530,623) | $ 566 | (754,634) | |
Issuance of common stock (in shares) | 1,295,834 | ||||||
Issuance of common stock | $ 12,958 | (1,940,005) | 1,797,306 | (129,741) | |||
Net loss | (715,776) | (715,776) | |||||
Retire treasury stock (in shares) | 70,689 | ||||||
Retire treasury stock | (70,689) | $ (566) | |||||
Preferred stock and preferred dividends exchange for common stock (in shares) | 257,831 | (9,875) | |||||
Preferred stock and preferred dividends exchange for common stock | $ 2,578 | $ (99) | 299,177 | 301,656 | |||
Fractional Share Rounding (in shares) | 180 | ||||||
Fractional Share Rounding | $ 2 | (2) | |||||
Common stock subscribed | 1,940,005 | 1,940,005 | |||||
Stockholders’ (deficit) equity (in shares) at Dec. 31, 2017 | 2,610,568 | 500 | |||||
Stockholders’ (deficit) equity at Dec. 31, 2017 | $ 26,105 | $ 5 | $ 111,861,799 | $ (111,246,399) | $ 641,510 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | Note 1. MedAmerica Properties Inc. (the “Company” or “MedAmerica”), was originally organized under the laws of the Commonwealth of Massachusetts in 1985, 1987 2010, 2009 2012, 2016, In April 2 017, 1 2 1 10 June 15, 2017, June 20, 2017. 1 10 |
Note 2 - Principles of Consolid
Note 2 - Principles of Consolidation and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | No te 2. The c onsolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant 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 - Liquidity and Profitab
Note 3 - Liquidity and Profitability | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | Note 3. The accompanying consolidated f inancial statements have been prepared in accordance with accounting principles generally accepted in the United 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 twelve At Decem ber 31, 2016, $450 $754,634 2017 December 31, 2017, $708,000 $620,000. We have undertaken, and will continue to implement, various measures to address our financial condition, including: • Curtailing costs and consolidating operations, where feasible. • Seeking debt, equity and other forms of financing, including funding through strategic partnerships. • Reducing operations to conserve cash. • Investigating and pursuing transactions with third The Company management believes that these measures, coupled with cash on hand, cash flow generated internally by the Company and a line of credit from a related party will be adequate to fund its limited overhead and other cash requirements for the next twelve no |
Note 4 - Summary of Significant
Note 4 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 4. 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 Equipment and Furnishings Equipment and furnishings are stated at cost. Depreciation will be computed using the straight-line method over the estimated useful lives of the assets, w hich range from 3 7 . Fair Value of Financial Instruments Recorded financial instruments as of December 31, 2017, 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, 260, not Income Taxes The Company accounts for our income taxes using FASB ASC Topic 740, Income Taxes The Company follows the provisions regarding Accounting for Uncertainty in Income Taxes, not not 50 December 31, 2017 December 31, 2016. no no may three three December 31, 2017. not twelve 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 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% January 1, 2010. R ecently Issued Accounting Pronouncements Management has determined that all recently issued accounting pronouncements will not ’s financial statements or do not |
Note 5 - Equipment and Furnishi
Note 5 - Equipment and Furnishings | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5. Equipment and Furnishings The amount of equipment and furnishings as of December 31, 2017, Description Amount Office equipment and furnishings $ 21,829 Computer equipment 787 Total 22,616 Less accumulated depreciation (808 ) Equipment and furnishings, net $ 21,808 Depreciation expense related to equipment and furnishings amounted to $808 December 31, 2017. |
Note 6 - Preferred Stock and Co
Note 6 - Preferred Stock and Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 6 . Preferred Stock and Common Stock Stock Split In April 2017, majority shareholder approved a 1 10 June 15, 2017, June 20, 2017. Pursuant to the Stock Split, each outstanding share of the Company ’s common stock was automatically exchanged for one tenth not may not Private Placement From February 10, 2017 hrough December 31, 2017, $1,940,005 $1.50 “2017 4 2 1933 not 506 2017 December 31, 2017, 1,293,334 2,500 Preferred Stock Exchange In April 2017, Preferred Stock”) and accumulated preferred dividends outstanding as of December 31, 2016. 20 0.2 9,875 $301,656 257,831 , which were issued in the third 2017. June 30, 2017. $148,125. Subsequent to the reverse stock split, the private placement and the preferred stock exchange, there are 2,610,568 December 31, 2017 1,059,581 1,293,156 257,831 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% January 1, 2010. not Substantially all the Preferred stockholders had previously agreed to accept common stock in lieu of cash for payment of Preferred Dividends. In February 2016, 29,856 $29,249 $27,361 $329,017 December 31, 2017 December 31, 2016, $5,000 December 31, 2017 not Common Stock As of December 31, 2017, 828,060 31.72% 828,060 91, 348 351,966 On August 8, 2016, 220,000 as compensation for services in 2016. $165,000 September 30, 2016. $0.75 |
Note 7 - Income Taxes
Note 7 - Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 7 . Income Taxes The provision for income taxes consists of the following components: As of December 31, 2017 2016 Current $ - $ - Deferred - - Net income tax expense $ - $ - The components of deferred income tax assets and liabilities are as follows: As of December 31, 2017 2016 Long-term deferred tax assets: Stock compensation benefit $ 187,030 $ 219,778 Net operating loss carryforward 1,938,103 2,618,411 Total long-term deferred tax assets 2,125,133 2,838,189 Valuation allowance (2,125,133 ) (2,838,189 ) Net deferred tax assets - - The Company ’s federal net operating loss (“NOL”) carryforward balance as of December 31, 2017 $7,989,620, 31, 2037. The Company ’s net deferred tax assets before valuation allowance as of December 31, 2017 $2,125,133, 100% not not December 31, 2017, $713,056. The Company is subject to income taxes in the U.S. federal jurisdiction and Florida state jurisdiction. With few exceptions, the Company is no 2014. The income tax provision differs from the expense that would result from applying statutory rate to income before income taxes principally because of permanent differences, state income taxes, the release of the valuation allowance, and the effect of the change in tax rate. The following is a reconciliation of the federal income tax provision at the federal statutory rate to the Company's tax provision attributable to continuing operations: Year ended December 31, 2017 2016 Statutory Federal Rate 34.00 % 34.00 % State Income Taxes 3.61 % 5.50 % Change in Tax Rate -149.08 % 0.00 % True-ups 12.02 % 0.00 % Permanent Differences -0.17 % -12.00 % Valuation Allowance 99.62 % -27.50 % 0.00 % 0.00 % On December 22, 2017, 21% 35% January 1, 2018. 2018 100% September 27, 2017 December 31, 2022. January 1, 2023 January 1, 2027. In connection with the initial analysis of the impact of the Tax Act, we remeasured our deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. $1,067,000 December 31, 2017. |
Note 8 - Earnings (Loss) Per Sh
Note 8 - Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 8 . Earnings (Loss) per Share The Company excluded from its diluted earnings per shar e calculation 500 10,375 December 31, 2017 2016, |
Note 9 - Stock-based Compensati
Note 9 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 9 . Stock-Based Compensation On August 23, 2017, the Company issued an aggregate of 60,000 not The Company has stock option agreements with its directors and officers. Details of options activity is as follows: Number of Shares Weighted Average Exercise Price per Share Weighted Average Fair Value at Grant Date Weighted Average Remaining Contractual Life (years) Intrinsic Value Balance January 1, 2016 5,000 $ 10.30 $ - 0.5 $ - Options granted - - - - - Options exercised - - - - - Options expired (5,000 ) (10.30 ) - - - Balance December 31, 2016 - - - - - Options granted 60,000 8.00 - - - Options exercised - - - - - Options expired - - - - - Balance December 31, 2017 60,000 8.00 $ - 4.75 $ - 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 60,000 not |
Note 10 - Related Party Relatio
Note 10 - Related Party Relations and Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 10. ies 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% 100% , and Mr. Donald S. Denbo, a member of the Company's board of directors, also hold membership interests in BEP. During 2016, 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 March 9, 2017, $277,756 $277,756 $110,000 December 31, 2016 $117,756 2016 2017 On July 27, 2016, ent (the “Note”) with BEP providing for draws of up to $250,000. 10% December 31, 2016 $471,826. 10% may, not may May 31, 2017. On June 8, 2017, Agreement”) with BEP. The Agreement has a month-to-month term commencing on June 1, 2017. $15,000 February 3, 2017 $138,025 $99,687 December 31, 2017 2016, On June 14, 2017, $9,536,582 ng, provides for a ninety December 15, 2017 no The Company ’s directors have not 2017 2016 6 9 third 2017, third 2017, 15,000 45,000 not As of December 31, 2017, 828 ,060 31.72% 828,060 91, 348 351,966 Paul Dennis, director and interim president, interim chief executive officer and interim chief financial officer participated in the 2017 $150,000 100,000 |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 11. The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued for potential recognition or disclosure. The Company did not 40 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | 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 and Cash Equivalents, Policy [Policy Text Block] | Cash The Company considers all cash, bank deposits and highly liquid investments with an original maturity of three |
Property, Plant and Equipment, Impairment [Policy Text Block] | Equipment and Furnishings Equipment and furnishings are stated at cost. Depreciation will be computed using the straight-line method over the estimated useful lives of the assets, w hich range from 3 7 . |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Recorded financial instruments as of December 31, 2017, |
Earnings Per Share, Policy [Policy Text Block] | 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, 260, not |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for our income taxes using FASB ASC Topic 740, Income Taxes The Company follows the provisions regarding Accounting for Uncertainty in Income Taxes, not not 50 December 31, 2017 December 31, 2016. no no may three three December 31, 2017. not twelve |
Policyholders' Dividend [Policy Text Block] | 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 |
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] | 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% January 1, 2010. |
New Accounting Pronouncements, Policy [Policy Text Block] | R ecently Issued Accounting Pronouncements Management has determined that all recently issued accounting pronouncements will not ’s financial statements or do not |
Note 5 - Equipment and Furnis19
Note 5 - Equipment and Furnishings (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | Description Amount Office equipment and furnishings $ 21,829 Computer equipment 787 Total 22,616 Less accumulated depreciation (808 ) Equipment and furnishings, net $ 21,808 |
Note 7 - Income Taxes (Tables)
Note 7 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | As of December 31, 2017 2016 Current $ - $ - Deferred - - Net income tax expense $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of December 31, 2017 2016 Long-term deferred tax assets: Stock compensation benefit $ 187,030 $ 219,778 Net operating loss carryforward 1,938,103 2,618,411 Total long-term deferred tax assets 2,125,133 2,838,189 Valuation allowance (2,125,133 ) (2,838,189 ) Net deferred tax assets - - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year ended December 31, 2017 2016 Statutory Federal Rate 34.00 % 34.00 % State Income Taxes 3.61 % 5.50 % Change in Tax Rate -149.08 % 0.00 % True-ups 12.02 % 0.00 % Permanent Differences -0.17 % -12.00 % Valuation Allowance 99.62 % -27.50 % 0.00 % 0.00 % |
Note 9 - Stock-based Compensa21
Note 9 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Shares Weighted Average Exercise Price per Share Weighted Average Fair Value at Grant Date Weighted Average Remaining Contractual Life (years) Intrinsic Value Balance January 1, 2016 5,000 $ 10.30 $ - 0.5 $ - Options granted - - - - - Options exercised - - - - - Options expired (5,000 ) (10.30 ) - - - Balance December 31, 2016 - - - - - Options granted 60,000 8.00 - - - Options exercised - - - - - Options expired - - - - - Balance December 31, 2017 60,000 8.00 $ - 4.75 $ - |
Note 1 - Nature of Operations (
Note 1 - Nature of Operations (Details Textual) | Jun. 20, 2017 | Dec. 31, 2017 |
Reverse Stock Split [Member] | ||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 | 10 |
Note 3 - Liquidity and Profit23
Note 3 - Liquidity and Profitability (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Cash | $ 708,000 | $ 450 |
Net Working Capital | $ 620,000 | $ 754,634 |
Note 4 - Summary of Significa24
Note 4 - Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended |
Dec. 31, 2017 | |
Percentage Of Income Tax Examination Likelihood Of Tax Benefits Being Realized Upon Settlement | 50.00% |
Preferred Stock, Dividend Rate, Percentage | 10.00% |
Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 7 years |
Note 5 - Equipment and Furnis25
Note 5 - Equipment and Furnishings (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation | $ 808 |
Note 5 - Equipment and Furnis26
Note 5 - Equipment and Furnishings - Equipment and Furnishings (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Equipment and furnishings, gross | $ 22,616 | |
Less accumulated depreciation | (808) | |
Equipment and furnishings, net | 21,808 | |
Office Equipment [Member] | ||
Equipment and furnishings, gross | 21,829 | |
Computer Equipment [Member] | ||
Equipment and furnishings, gross | $ 787 |
Note 6 - Preferred Stock and 27
Note 6 - Preferred Stock and Common Stock (Details Textual) | Jun. 20, 2017 | Aug. 08, 2016shares | Feb. 29, 2016USD ($)shares | Sep. 30, 2017USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Apr. 30, 2017USD ($)shares |
Proceeds from Issuance of Private Placement | $ | $ 1,940,005 | |||||||||
Convertible Preferred Stock Converted to Other Securities | $ | $ 148,125 | $ 148,125 | ||||||||
Common Stock, Shares, Issued | 2,610,568 | 2,610,568 | 2,610,568 | 1,056,723 | ||||||
Common Stock, Shares, Outstanding | 2,610,568 | 2,610,568 | 2,610,568 | 1,056,723 | ||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ | $ 27,361 | $ 329,017 | ||||||||
Preferred Stock, Amount of Preferred Dividends Undeclared and Unaccrued | $ | $ 5,000 | $ 5,000 | $ 5,000 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 220,000 | |||||||||
Allocated Share-based Compensation Expense | $ | $ 165,000 | |||||||||
Share Price | $ / shares | $ 0.75 | $ 0.75 | $ 0.75 | |||||||
Board of Directors, Officers, and Officers of Subsidiary [Member] | ||||||||||
Common Stock, Shares, Outstanding | 828,060 | 828,060 | 828,060 | |||||||
Percentage of Outstanding of Common Stock | 31.72% | |||||||||
Banyan Rail Holdings LLC [Member] | ||||||||||
Common Stock, Shares, Outstanding | 91,348 | 91,348 | 91,348 | |||||||
Marino Family Holdings LLC [Member] | ||||||||||
Common Stock, Shares, Outstanding | 351,966 | 351,966 | 351,966 | |||||||
Series A Preferred Stock Holders [Member] | ||||||||||
Stock Issued During Period, Shares, Stock Splits | 257,831 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 20 | |||||||||
Shares Issued for Each Dollar of Preferred Dividend | 0.2 | |||||||||
Convertible Preferred Stock, Total Shares Issued upon Conversion | 9,875 | |||||||||
Dividends Payable | $ | $ 301,656 | |||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||
Common Stock Dividends, Shares | 29,856 | |||||||||
Dividends, Common Stock | $ | $ 29,249 | |||||||||
Shares After Reverse Stock Split [Member] | ||||||||||
Common Stock, Shares, Outstanding | 1,059,581 | 1,059,581 | 1,059,581 | |||||||
Share From Private Placement [Member] | ||||||||||
Common Stock, Shares, Outstanding | 1,293,156 | 1,293,156 | 1,293,156 | |||||||
Shares From Preferred Stock and Preferred Dividend Exchange [Member] | ||||||||||
Common Stock, Shares, Outstanding | 257,831 | 257,831 | 257,831 | |||||||
Private Placement [Member] | ||||||||||
Shares Issued, Price Per Share | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | |||||||
Stock Issued During Period, Shares, New Issues | 1,293,334 | 2,500 | ||||||||
Reverse Stock Split [Member] | ||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 | 10 |
Note 7 - Income Taxes (Details
Note 7 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $ 7,989,620 | ||
Deferred Tax Assets, Gross | $ 2,125,133 | ||
Valuation Allowance Percentage of Deferred Tax Assets | 100.00% | ||
Deferred Tax Assets, Valuation Allowance | $ 713,056 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | |
Decrease in Deferred Tax Assets | $ 1,067,000 | ||
Unrecognized Tax Benefits | $ 0 | ||
Scenario, Forecast [Member] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Note 7 - Income Taxes - Provisi
Note 7 - Income Taxes - Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current | ||
Deferred | ||
Net income tax expense |
Note 7 - Income Taxes - Compone
Note 7 - Income Taxes - Components of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Stock compensation benefit | $ 187,030 | $ 219,778 |
Net operating loss carryforward | 1,938,103 | 2,618,411 |
Total long-term deferred tax assets | 2,125,133 | 2,838,189 |
Valuation allowance | (2,125,133) | (2,838,189) |
Net deferred tax assets |
Note 7 - Income Taxes - Effecti
Note 7 - Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statutory Federal Rate | 34.00% | 34.00% |
State Income Taxes | 3.61% | 5.50% |
Change in Tax Rate | (149.08%) | 0.00% |
True-ups | 12.02% | 0.00% |
Permanent Differences | (0.17%) | (12.00%) |
Valuation Allowance | 99.62% | (27.50%) |
0.00% | 0.00% |
Note 8 - Earnings (Loss) Per 32
Note 8 - Earnings (Loss) Per Share (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 500 | 10,375 |
Note 9 - Stock-based Compensa33
Note 9 - Stock-based Compensation (Details Textual) - shares | Aug. 23, 2017 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 60,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 60,000 |
Note 9 - Stock-based Compensa34
Note 9 - Stock-based Compensation - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Balance, number of shares (in shares) | 0 | 5,000 | |
Balance, weighted average exercise price per share (in dollars per share) | $ 0 | $ 10.30 | |
Balance, weighted average fair value at grant date (in dollars per share) | $ 0 | $ 0 | |
Balance, weighted average remaining contractual life (Year) | 4 years 273 days | 0 years | 182 days |
Balance, intrinsic value | $ 0 | $ 0 | |
Options granted, number of shares (in shares) | 60,000 | 0 | |
Options granted, weighted average exercise price per share (in dollars per share) | $ 8 | $ 0 | |
Options granted, intrinsic value | $ 0 | ||
Options exercised, number of shares (in shares) | 0 | 0 | |
Options exercised, weighted average exercise price per share (in dollars per share) | $ 0 | $ 0 | |
Options exercised, intrinsic value | $ 0 | $ 0 | |
Options expired, number of shares (in shares) | 0 | (5,000) | |
Options expired, weighted average exercise price per share (in dollars per share) | $ 0 | $ (10.30) | |
Options expired, weighted average fair value at grant date (in dollars per share) | $ 0 | ||
Options expired, intrinsic value | $ 0 | $ 0 | |
Options granted, weighted average remaining contractual life (Year) | |||
Balance, number of shares (in shares) | 60,000 | 0 | 5,000 |
Balance, weighted average exercise price per share (in dollars per share) | $ 8 | $ 0 | $ 10.30 |
Balance, intrinsic value | $ 0 | $ 0 |
Note 10 - Related Party Relat35
Note 10 - Related Party Relations and Transactions (Details Textual) - USD ($) | Aug. 23, 2017 | Jun. 08, 2017 | Mar. 09, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 14, 2017 | Jul. 27, 2016 |
Deposits Assets, Current | $ 110,000 | ||||||||
Notes Payable, Related Parties, Current | $ 471,826 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 60,000 | ||||||||
Common Stock, Shares, Outstanding | 2,610,568 | 2,610,568 | 2,610,568 | 1,056,723 | |||||
Proceeds from Issuance of Private Placement | $ 1,940,005 | ||||||||
Private Placement [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 1,293,334 | 2,500 | |||||||
Patriot Equity LLC [Member] | Banyan Medical Partners LLC [Member] | |||||||||
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates | $ 277,756 | ||||||||
Gain (Loss) on Disposition of Business | $ 117,756 | ||||||||
Due to Related Parties, Current | $ 9,536,582 | ||||||||
Boca Equity Partners LLC [Member] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000 | ||||||||
Line of Credit Facility, Interest Rate at Period End | 10.00% | ||||||||
Notes Payable, Related Parties, Current | $ 471,826 | ||||||||
Monthly Costs for Overhead Items | $ 15,000 | ||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 138,025 | $ 99,687 | |||||||
President and CEO [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 15,000 | ||||||||
Board Members and Officers [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 45,000 | ||||||||
Board of Directors, Officers, and Officers of Subsidiary [Member] | |||||||||
Common Stock, Shares, Outstanding | 828,060 | 828,060 | 828,060 | ||||||
Percentage of Outstanding of Common Stock | 31.72% | ||||||||
Banyan Rail Holdings LLC [Member] | |||||||||
Common Stock, Shares, Outstanding | 91,348 | 91,348 | 91,348 | ||||||
Marino Family Holdings LLC [Member] | |||||||||
Common Stock, Shares, Outstanding | 351,966 | 351,966 | 351,966 | ||||||
Director and Former Officer [Member] | |||||||||
Proceeds from Issuance of Private Placement | $ 150,000 | ||||||||
Director and Former Officer [Member] | Private Placement [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | ||||||||
Chief Executive Officer [Member] | Patriot Equity LLC [Member] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | 100.00% | ||||||
Chief Executive Officer [Member] | Banyan Medical Partners LLC [Member] | Patriot Equity LLC [Member] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | 100.00% | ||||||
Chief Executive Officer [Member] | Banyan Surprise Plaza LLC [Member] | Patriot Equity LLC [Member] | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | 100.00% | 100.00% |