Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 14, 2016 | Mar. 31, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Regional Brands Inc. | ||
Entity Central Index Key | 812,149 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 158,164 | ||
Trading Symbol | RGBD | ||
Entity Common Stock, Shares Outstanding | 1,274,598 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 2,525,988 | $ 1,495 |
Short-term investments | 2,186,889 | 0 |
Total current assets | 4,712,877 | 1,495 |
Total assets | 4,712,877 | 1,495 |
Current liabilities: | ||
Accounts payable and accrued expenses | 0 | 3,206 |
Related party note and interest payable | 0 | 234,934 |
Total current liabilities | 0 | 238,140 |
Total liabilities | 0 | 238,140 |
Commitments and contingencies | ||
Stockholders' equity (deficiency): | ||
Preferred stock, $.01 par value, authorized 5,000,000 issued and outstanding- none | 0 | 0 |
Common stock, $.00001 par value, 50,000,000 shares authorized authorized, 380,205 shares issued and outstanding ( 9,764 at September 30, 2015) | 4 | 1 |
Additional paid-in capital | 8,221,556 | 3,198,347 |
Accumulated deficit | (3,509,446) | (3,434,993) |
Accumulated other comprehensive gain | 763 | 0 |
Total stockholders' equity (deficiency) | 4,712,877 | (236,645) |
Total liabilities and stockholders' equity (deficiency) | $ 4,712,877 | $ 1,495 |
BALANCE SHEETS _Parenthetical_
BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2016 | Sep. 30, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 380,205 | 9,764 |
Common stock, shares, outstanding | 380,205 | 9,764 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue | $ 0 | $ 0 |
Operating expenses: | ||
General and administrative | 91,274 | 22,744 |
Operating expenses | 91,274 | 22,744 |
Operating loss | (91,274) | (22,744) |
Other income (expense), net: | ||
Other income (expense) | 18,332 | (650) |
Interest income (expense) net | (1,511) | (16,366) |
Other income/(expense) | 16,821 | (17,016) |
Loss before income taxes | (74,453) | (39,760) |
Income tax provision | 0 | 0 |
Net loss | (74,453) | (39,760) |
Other comprehensive income: | ||
Unrealized gain on investments, net of tax | 763 | 0 |
Comprehensive loss | $ (73,690) | $ (39,760) |
Net loss per share- basic and diluted | $ (0.4) | $ (4.07) |
Weighted average common shares outstanding - basic and diluted | 186,887 | 9,764 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($) | Total | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Accumulated Comprehensive Gain (Loss) [Member] |
Balance at Sep. 30, 2014 | $ (196,885) | $ 1 | $ 3,198,347 | $ (3,395,233) | $ 0 |
Balance (in shares) at Sep. 30, 2014 | 9,764 | ||||
Net loss | (39,760) | $ 0 | 0 | (39,760) | 0 |
Unrealized gain on investments, net of tax | 0 | ||||
Balance at Sep. 30, 2015 | (236,645) | $ 1 | 3,198,347 | (3,434,993) | 0 |
Balance (in shares) at Sep. 30, 2015 | 9,764 | ||||
Issuance of common stock | 4,750,000 | $ 3 | 4,749,997 | 0 | 0 |
Issuance of common stock (in shares) | 351,919 | ||||
Issuance of common stock to satisfy notes payable | 250,000 | 250,000 | 0 | 0 | |
Issuance of common stock to satisfy notes payable (in shares) | 18,522 | ||||
Stock based compensation | 23,212 | $ 0 | 23,212 | 0 | 0 |
Net loss | (74,453) | 0 | 0 | (74,453) | 0 |
Unrealized gain on investments, net of tax | 763 | 0 | 0 | 0 | 763 |
Balance at Sep. 30, 2016 | $ 4,712,877 | $ 4 | $ 8,221,556 | $ (3,509,446) | $ 763 |
Balance (in shares) at Sep. 30, 2016 | 380,205 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (74,453) | $ (39,760) |
Adjustments to reconcile net loss to net cash and cash equivalents used by operating activities: | ||
Stock based compensation | 23,212 | 0 |
Increase in liabilities: | ||
Accounts payable and accrued expenses and other liabilities | 4,260 | 6,866 |
Net cash used by operating activities | (46,981) | (32,894) |
Cash flows from investment activities: | ||
Purchase of short- term investments | (2,186,126) | 0 |
Net cash used by investment activities | (2,186,126) | 0 |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 4,750,000 | 0 |
Proceeds from related party note payable | 7,600 | 32,900 |
Net cash provided by financing activities | 4,757,600 | 32,900 |
Net increase in cash and cash equivalents | 2,524,493 | 6 |
Cash and cash equivalents- beginning of year | 1,495 | 1,489 |
Cash and cash equivalents- end of year | 2,525,988 | 1,495 |
Non-cash investing and financing activities: | ||
Repayment of related party note payable and accrued interest by issuance of common shares | $ 250,000 | $ 0 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Basis Of Presentation at September 30, 2015- As detailed in other Notes to the Financial Statements, subsequent to September 30, 2015, the Company has raised additional capital and its majority-owned subsidiary acquired substantially all of the assets BRJ Inc., a seller and distributor of windows, doors and related hardware as well as specialty products for use in commercial and residential buildings. and Earnings (Loss) Per Share • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s valuation techniques used to measure the fair value of money market funds, certificate of deposits, and certain marketable equity securities were derived from quoted prices in active markets for identical assets or liabilities. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments. The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of September 30, 2016, aggregated by the level in the fair value hierarchy within which those measurements fall. Assets Level 1 Level 2 Level 3 Balance at September Marketable Equity Securities $ 932,878 $ $ $ 932,878 Money Market Funds $ 2,525,988 $ $ $ 2,525,988 Certificates of Deposit $ 1,254,010 $ $ $ 1,254,010 The Company does not have any fair value measurements within Level 2 or Level 3 of the fair value hierarchy as of September 30, 2016. 18,400 932,115 763 Also included within short-term investments on the accompanying balance sheet is a certificate of deposit within a financial institution with a maturity date of six months at the date of purchase. The adjusted costs of this instrument approximate fair value. effect a 1 for 1,000 750,000,000 50,000,000 As a result of the Reverse Split, at the Effective Time, every 1,000 shares of the Company’s issued and outstanding Common Stock were automatically combined and reclassified into one (1) share of Common Stock. The Company reviews tax positions taken to determine if it is more likely than not that the position would be sustained upon examination resulting in an uncertain tax position. The Company did not have any material unrecognized tax benefit at September 30, 2016 or 2015. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years ended September 30, 2016 and 2015, the Company recognized no interest and penalties. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.” This ASU simplifies the accounting for adjustments made to provisional amounts recognized in a business combination. The amendments in this ASU require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU 2015-16 on its financial statements. In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes by requiring that deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The guidance becomes effective for annual reporting periods beginning after December 15, 2016, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations. FASB ASU 2015-11, Inventory (Topic 330): “Simplifying the Measurement of Inventory”. This ASU requires inventory within the scope of the guidance be measured at the lower of cost or net realizable value. FASB ASU 2015-11 is effective for annual and interim periods beginning after December 15, 2016, with prospective application required. Early adoption is permitted. The Company is evaluating the potential impact of this ASU on the financial statements. In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers”. The new guidance requires 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. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations” (“ASU 2016-08”); ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”); and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). The Company must adopt ASU 2016-08, ASU 2016-10 and ASU 2016-12 with ASU 2014-09 (collectively, the “new revenue standards”). The revenue standards will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a retrospective or cumulative effect transition method. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company has not yet selected a transition method and is currently evaluating the effect that the revenue standards will have on its financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, “Compensation Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact that ASU 2016-09 will have on its financial statements and related disclosures. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on its financial position and/or results of operations. |
STOCKHOLDERS_ EQUITY (DEFICIENC
STOCKHOLDERS’ EQUITY (DEFICIENCY) | 12 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 2. STOCKHOLDERS’ EQUITY (DEFICIENCY) The Company’s authorized capital consists of 50,000,000 0.00001 5,000,000 0.01 On April 8, 2016, the Company entered into and closed a Securities Purchase Agreement (the “SPA”) among the Company and Merlin Partners LP, Ancora Catalyst Fund LP, and Steven N. Bronson (collectively the “Purchasers”), whereby the Company sold to the Purchasers the aggregate amount of 370,441 5,000,000 240,786 3,250,000 92,610 1,250,000 On April 8, 2016, the Company entered into a Registration Rights Agreement (the “RRA”) among the Company and the Purchasers, pursuant to the terms of the SPA. Under the RRA, the Company granted to the Purchasers certain registration rights related to the aggregate 370,441 shares of the Company's common stock issued pursuant to the SPA and agreed to certain customary obligations regarding the registration of such shares, including indemnification. |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 12 Months Ended |
Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | NOTE 3. EQUITY INCENTIVE PLAN On April 8, 2016, the Company adopted the 2016 Equity Incentive Plan (the “Equity Incentive Plan”). The maximum number of shares of the Company's common stock available for issuance under the Equity Incentive Plan through the grant of non-qualified stock options is 135,000 During the year ended September 30, 2016, the Company issued stock options that vest in 60 equal monthly installments 15 The Company records share based payments under the provisions of FASB ASC 718"Compensation - Stock Compensation." Stock based compensation expense is recognized over the requisite service period based on the grant date fair value of the awards. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company estimated the expected volatility based on data used by its peer group of public companies. The expected term was estimated using the simplified method. The risk-free interest rate assumption was determined using the equivalent U.S. Treasury bonds yield over the expected term. The Company has never paid any cash dividends and does not anticipate paying any cash dividends in the foreseeable future. Therefore, the Company assumed an expected dividend yield of zero. Volatility 52.1 % Expected term 7 years Risk-free interest rate 1.47 % Expected dividend yield 0 % Weighted Weighted Average Average Aggregate Exercise Contractual Intrinsic Options Price Life Value Outstanding, September 30, 2015 - Options granted 51,791 $ 16.00 Options exercises - $ - Options cancelled/forfeited 9,195 $ 16.00 Outstanding, September 30, 2016 42,596 $ 16.00 14.5 years $ 21,298 Exercisable, September 30, 2016 3,693 $ 16.00 14.5 years $ 1,846 Expected to vest, September 30, 2016 38,903 $ 16.00 14.5 years $ 19,452 The Company granted 51,791 23,212 23,212 The weighted-average grant date fair value of options granted and vested during the year ended September 30, 2016 was $ 6.29 At September 30, 2016, there was approximately $ 244,549 4.5 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 4 - RELATED PARTY TRANSACTIONS On April 8, 2016, the Company entered into a Management Services Agreement (the “MSA”), between the Company and Ancora Advisors, LLC, whereby Ancora Advisors, LLC agreed to provide specified services to the Company in exchange for a quarterly management fee in an amount equal to 0.14323 The Company’s former president and principal executive officer had loaned the Company money to fund working capital needs to pay operating expenses. The loans were repayable upon demand and accrued interest at the rate of 10 186,196 63,804 18,522 Prior to May 12, 2016, the Company occupied a portion of the offices occupied by BKF Capital Group, Inc., 31248 Oak Crest Drive, Suite 110, Westlake Village, California 91361 on a month to month basis for a fee of $ 50 Effective May 12, 2016, the Company relocated its principal offices to 6060 Parkland Boulevard, Cleveland, OH 44124. The Company pays no rent for the use of the offices, which are located at the corporate headquarters of Ancora Advisors, LLC. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 5. INCOME TAXES 2016 2015 Current: Federal $ - $ - State - - Total current - - Deferred Federal (3,894) (13,518) State 55,288 (2,187) Total deferred 51,394 (15,705) Less increase (decrease) in allowance (51,394) 15,705 Net deferred - - Total income tax provision $ - $ - 2016 2015 Deferred tax assets (liabilities) : Net operating loss carryforwards $ 453,892 $ 505,286 Total 453,892 505,286 Less valuation allowance (453,892) (505,286) Net deferred tax assets (liabilities) $ - $ - The Company has approximately $ 1,291,000 2018 2031 Internal Revenue Code Section 382 ("Section 382") imposes limitations on the availability of a company's net operating losses and other corporate tax attributes as certain significant ownership changes occur. As a result of the historical equity instrument issuances by the Company, a Section 382 ownership change may have occurred and a study will be required to determine the date of the ownership change, if any. The amount of the Company's net operating losses and other tax attributes incurred prior to any ownership change may be limited based on the Company's value. A full valuation allowance has been established for the Company's deferred tax assets, including net operating losses and any other corporate tax attributes. During the years ended September 30, 2016 and 2015 the Company had no unrecognized tax benefits. The Company’s policy is to recognize interest accrued and penalties related to unrecognized tax benefits in tax expense. The Company files income tax returns in the U.S. federal jurisdiction and in the states of California and Florida. The tax years 2013-2015 generally remain open to examination by these taxing authorities. 2016 2015 Statutory United States Federal rate 34.0 % 34.0 % State income taxes net of federal benefit 3.6 % 3.6 % Permanent differences -8.9 % - Correct NOL Asset (96) - Changes in valuation reserves 67.3 % -37.6 % Effective tax rate (provision) benefit 0.0 % 0.0 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 6. SUBSEQUENT EVENTS On November 1, 2016, the Company's majority-owned subsidiary, B.R. Johnson, LLC (“BRJ LLC”) acquired substantially all of the assets (the “Acquisition”) of B.R. Johnson, Inc. (“BRJ Inc.”), a seller and distributor of windows, doors and related hardware as well as specialty products for use in commercial and residential buildings (the “Business”). Following the Acquisition, BRJ LLC will carry on the Business. The Acquisition was consummated pursuant to an Asset Purchase Agreement, dated as of November 1, 2016 (the “APA”). Total consideration for the Acquisition is approximately $ 15.4 2,500,000 5.25 62,500 November 30, 2021 The Company provided $ 10.95 7.14 3.81 76.17 95.22 20 3.83 4.78 For the purpose of financing the Acquisition and potential future acquisitions, on November 1, 2016, the Company completed a private placement in which it issued 894,393 13.50 12,074,306 Concurrently with the closing of the Acquisition and in order to provide financing therefor, BRJ LLC entered into the following debt agreements (the “Debt Agreements”). Credit Facility Under its credit agreement with KeyBank, N.A, BRJ LLC may borrow up to an aggregate amount of $ 6,000,000 500,000 1,500,000 Interest under the Credit Facility is payable monthly, starting on November 30, 2016, and accrues pursuant to the “base rate” of interest, which is equal to the highest of (a) KeyBank, N.A.’s prime rate, (b) one-half of one percent (0.50%) in excess of the Federal Funds Effective Rate of the Federal Reserve Bank of New York, and (c) one hundred (100) basis points in excess of the London Interbank Offered Rate for loans in Eurodollars with an interest period of one month, plus any applicable margin. The Credit Facility is secured by substantially all of BJR LLC’s assets. The Credit Facility contains customary financial and other covenant requirements, including, but not limited to, a covenant to not permit BRJ LLC’s consolidated fixed charge coverage ratio to exceed 1.15 to 1.00. Subordinated Loan Pursuant to a loan and security agreement (the “Loan Agreement”) , the Company agreed to loan BRJ LLC $ 7,500,000 358,696 6 November 1, 2021 BRJ Inc. had net sales of approximately $27,613,000 and net income of $1,700,000 for the year ending December 31, 2015. The Company is in the process of determining the fair value of assets acquired and liabilities assumed. The assets and liabilities are expected to include working capital items, equipment, separately identifiable intangible assets, deferred taxes and goodwill, if any. The evaluation will be completed during the measurement period following the Acquisition. BRJ LLC will be presented in the consolidated financial statements of the Company for the periods subsequent to the Acquisition date. |
NATURE OF BUSINESS AND SUMMAR13
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Organization And Business Activities Policy [Policy Text Block] | Regional Brands Inc. (formerly 4net Software, Inc.) (the "Company') was incorporated under the laws of the State of Delaware in 1986. Regional Brands Inc. is a holding company formed to acquire substantial ownership in regional companies with strong brand recognition, stable revenues and profitability. Regional Brands has been pursuing a business strategy whereby it was seeking to engage in an acquisition, merger or other business combination transaction with undervalued businesses (each, a “Target Company”) with a history of operating revenues in markets that provide opportunities for growth. On November 1, 2016 (See Note 6) the Company's majority-owned subsidiary acquired substantially all of the assets (the “Acquisition”) of B.R. Johnson, Inc. (“BRJ Inc.”), a seller and distributor of windows, doors and related hardware as well as specialty products for use in commercial and residential buildings. |
Basis of Presentation and Significant Accounting Policies [Text Block] | Basis Of Presentation at September 30, 2015- As detailed in other Notes to the Financial Statements, subsequent to September 30, 2015, the Company has raised additional capital and its majority-owned subsidiary acquired substantially all of the assets BRJ Inc., a seller and distributor of windows, doors and related hardware as well as specialty products for use in commercial and residential buildings. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
Earnings Per Share, Policy [Policy Text Block] | Common Shares Issued and Earnings (Loss) Per Share |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s valuation techniques used to measure the fair value of money market funds, certificate of deposits, and certain marketable equity securities were derived from quoted prices in active markets for identical assets or liabilities. In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments. The table below presents the Company's assets and liabilities measured at fair value on a recurring basis as of September 30, 2016, aggregated by the level in the fair value hierarchy within which those measurements fall. Assets Level 1 Level 2 Level 3 Balance at September Marketable Equity Securities $ 932,878 $ $ $ 932,878 Money Market Funds $ 2,525,988 $ $ $ 2,525,988 Certificates of Deposit $ 1,254,010 $ $ $ 1,254,010 The Company does not have any fair value measurements within Level 2 or Level 3 of the fair value hierarchy as of September 30, 2016. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents |
Investment, Policy [Policy Text Block] | Short-Term Investments 18,400 932,115 763 Also included within short-term investments on the accompanying balance sheet is a certificate of deposit within a financial institution with a maturity date of six months at the date of purchase. The adjusted costs of this instrument approximate fair value. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Loss |
Stockholders' Equity, Policy [Policy Text Block] | 1 for 1,000 stock split- effect a 1 for 1,000 750,000,000 50,000,000 As a result of the Reverse Split, at the Effective Time, every 1,000 shares of the Company’s issued and outstanding Common Stock were automatically combined and reclassified into one (1) share of Common Stock. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation Expense |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company reviews tax positions taken to determine if it is more likely than not that the position would be sustained upon examination resulting in an uncertain tax position. The Company did not have any material unrecognized tax benefit at September 30, 2016 or 2015. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years ended September 30, 2016 and 2015, the Company recognized no interest and penalties. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.” This ASU simplifies the accounting for adjustments made to provisional amounts recognized in a business combination. The amendments in this ASU require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. For public business entities, the ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU 2015-16 on its financial statements. In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes by requiring that deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The guidance becomes effective for annual reporting periods beginning after December 15, 2016, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations. FASB ASU 2015-11, Inventory (Topic 330): “Simplifying the Measurement of Inventory”. This ASU requires inventory within the scope of the guidance be measured at the lower of cost or net realizable value. FASB ASU 2015-11 is effective for annual and interim periods beginning after December 15, 2016, with prospective application required. Early adoption is permitted. The Company is evaluating the potential impact of this ASU on the financial statements. In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers”. The new guidance requires 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. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations” (“ASU 2016-08”); ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”); and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). The Company must adopt ASU 2016-08, ASU 2016-10 and ASU 2016-12 with ASU 2014-09 (collectively, the “new revenue standards”). The revenue standards will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a retrospective or cumulative effect transition method. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company has not yet selected a transition method and is currently evaluating the effect that the revenue standards will have on its financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, “Compensation Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact that ASU 2016-09 will have on its financial statements and related disclosures. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on its financial position and/or results of operations. |
NATURE OF BUSINESS AND SUMMAR14
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Assets and Liabilities Measured at Fair Value on a Recurring Basis at September 30, 2016: Assets Level 1 Level 2 Level 3 Balance at September Marketable Equity Securities $ 932,878 $ $ $ 932,878 Money Market Funds $ 2,525,988 $ $ $ 2,525,988 Certificates of Deposit $ 1,254,010 $ $ $ 1,254,010 |
EQUITY INCENTIVE PLAN (Tables)
EQUITY INCENTIVE PLAN (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | The following shows the significant assumptions used to compute the share-based compensation expense for stock options granted during the year ended September 30, 2016: Volatility 52.1 % Expected term 7 years Risk-free interest rate 1.47 % Expected dividend yield 0 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of all stock option activity for the year ended September 30, 2016 is as follows: Weighted Weighted Average Average Aggregate Exercise Contractual Intrinsic Options Price Life Value Outstanding, September 30, 2015 - Options granted 51,791 $ 16.00 Options exercises - $ - Options cancelled/forfeited 9,195 $ 16.00 Outstanding, September 30, 2016 42,596 $ 16.00 14.5 years $ 21,298 Exercisable, September 30, 2016 3,693 $ 16.00 14.5 years $ 1,846 Expected to vest, September 30, 2016 38,903 $ 16.00 14.5 years $ 19,452 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The income tax provision (benefit) for the years ended September 30, 2016 and 2015 is summarized in the following table. 2016 2015 Current: Federal $ - $ - State - - Total current - - Deferred Federal (3,894) (13,518) State 55,288 (2,187) Total deferred 51,394 (15,705) Less increase (decrease) in allowance (51,394) 15,705 Net deferred - - Total income tax provision $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The significant components of the deferred tax assets and liabilities are summarized below. 2016 2015 Deferred tax assets (liabilities) : Net operating loss carryforwards $ 453,892 $ 505,286 Total 453,892 505,286 Less valuation allowance (453,892) (505,286) Net deferred tax assets (liabilities) $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the income tax provision using the statutory U.S. income tax rate compared with the actual income tax provision reported on the consolidated statements of operations is summarized in the following table. 2016 2015 Statutory United States Federal rate 34.0 % 34.0 % State income taxes net of federal benefit 3.6 % 3.6 % Permanent differences -8.9 % - Correct NOL Asset (96) - Changes in valuation reserves 67.3 % -37.6 % Effective tax rate (provision) benefit 0.0 % 0.0 % |
NATURE OF BUSINESS AND SUMMAR17
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Sep. 30, 2016USD ($) |
Marketable Equity Securities [Member] | |
Assets, Fair Value Disclosure | $ 932,878 |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets, Fair Value Disclosure | 932,878 |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |
Assets, Fair Value Disclosure | 0 |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |
Assets, Fair Value Disclosure | 0 |
Money Market Funds [Member] | |
Assets, Fair Value Disclosure | 2,525,988 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets, Fair Value Disclosure | 2,525,988 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | |
Assets, Fair Value Disclosure | 0 |
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | |
Assets, Fair Value Disclosure | 0 |
Certificates of Deposit [Member] | |
Assets, Fair Value Disclosure | 1,254,010 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets, Fair Value Disclosure | 1,254,010 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member] | |
Assets, Fair Value Disclosure | 0 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 3 [Member] | |
Assets, Fair Value Disclosure | $ 0 |
NATURE OF BUSINESS AND SUMMAR18
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 22, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Accumulated deficit | $ (3,509,446) | $ (3,434,993) | |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | $ 763 | $ 0 | |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Stockholders' Equity Note, Changes in Capital Structure, Retroactive Impact | As a result of the Reverse Split, at the Effective Time, every 1,000 shares of the Companys issued and outstanding Common Stock were automatically combined and reclassified into one (1) share of Common Stock. | ||
Stockholders' Equity, Reverse Stock Split | effect a 1 for 1,000 | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common Stock, Shares Authorized | 750,000,000 | ||
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common Stock, Shares Authorized | 50,000,000 | ||
Series B Preferred Stock [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Stock Acquired During Period, Shares | 18,400 | ||
Stock Acquired During Period, Value | $ 932,115 | ||
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | $ 763 |
STOCKHOLDERS_ EQUITY (DEFICIE19
STOCKHOLDERS’ EQUITY (DEFICIENCY) (Details Textual) - USD ($) | Apr. 08, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Class of Stock [Line Items] | |||
Stock Issued During Period, Value, New Issues | $ 4,750,000 | ||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Common Stock, Par Or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |
Preferred Stock, Par Or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Securities Purchase Agreement [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 370,441 | ||
Stock Issued During Period, Value, New Issues | $ 5,000,000 | ||
Securities Purchase Agreement [Member] | Merlin Partners LP [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 240,786 | ||
Stock Issued During Period, Value, New Issues | $ 3,250,000 | ||
Securities Purchase Agreement [Member] | Ancora Catalyst Fund LP [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 92,610 | ||
Stock Issued During Period, Value, New Issues | $ 1,250,000 |
EQUITY INCENTIVE PLAN (Details)
EQUITY INCENTIVE PLAN (Details) | 12 Months Ended |
Sep. 30, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | |
Volatility | 52.10% |
Expected term | 7 years |
Risk-free interest rate | 1.47% |
Expected dividend yield | 0.00% |
EQUITY INCENTIVE PLAN (Details
EQUITY INCENTIVE PLAN (Details 1) | 12 Months Ended |
Sep. 30, 2016USD ($)$ / sharesshares | |
Schedule of Available-for-sale Securities [Line Items] | |
Options, Outstanding, September 30, 2015 | 0 |
Options granted | 51,791 |
Options exercises | 0 |
Options cancelled/forfeited | 9,195 |
Options, Outstanding, September 30, 2016 | 42,596 |
Options, Exercisable, September 30, 2016 | 3,693 |
Options, Expected to vest, September 30, 2016 | 38,903 |
Weighted Average Exercise Price, Options granted | $ / shares | $ 16 |
Weighted Average Exercise Price, Options exercises | $ / shares | 0 |
Weighted Average Exercise Price, Options cancelled/forfeited | $ / shares | 16 |
Weighted Average Exercise Price,Outstanding, September 30,2016 | $ / shares | 16 |
Weighted Average Exercise Price, Exercisable, September 30, 2016 | $ / shares | 16 |
Weighted Average Exercise Price, Expected to vest, September 30, 2016 | $ / shares | $ 16 |
Weighted Average Contractual Life, Outstanding, September 30, 2016 | 14 years 6 months |
Weighted Average Contractual Life, Exercisable, September 30, 2016 | 14 years 6 months |
Weighted Average Contractual Life, Expected to vest, September 30, 2016 | 14 years 6 months |
Aggregate Intrinsic Value, Outstanding, September 30, 2016 | $ | $ 21,298 |
Aggregate Intrinsic Value, Exercisable, September 30, 2016 | $ | 1,846 |
Aggregate Intrinsic Value, Expected to vest, September 30, 2016 | $ | $ 19,452 |
EQUITY INCENTIVE PLAN (Detail22
EQUITY INCENTIVE PLAN (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 51,791 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |
Share-based Compensation | $ 23,212 | $ 0 |
Equity Incentive Plan 2016 [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 135,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 15 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | During the year ended September 30, 2016, the Company issued stock options that vest in 60 equal monthly installments | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 51,791 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 23,212 | |
Share-based Compensation | $ 23,212 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.29 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 244,549 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 years 6 months |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | Apr. 08, 2016 | Mar. 31, 2016 |
Related Party Transaction [Line Items] | ||
Operating Leases, Rent Expense | $ 50 | |
Related party transaction Management fee percentage | 0.14323% | |
Management [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Rate | 10.00% | |
Notes Payable Related Parties Classified Current Excluding Interest | $ 186,196 | |
Accrued Interest Related Party Current | $ 63,804 | |
Mr. Bronson [Member] | ||
Related Party Transaction [Line Items] | ||
Debt Conversion, Converted Instrument, Shares Issued | 18,522 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total current | 0 | 0 |
Deferred | ||
Federal | (3,894) | (13,518) |
State | 55,288 | (2,187) |
Total deferred | 51,394 | (15,705) |
Less increase (decrease) in allowance | (51,394) | 15,705 |
Net deferred | 0 | 0 |
Income tax expense(benefit) | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Sep. 30, 2016 | Sep. 30, 2015 |
Deferred tax assets (liabilities) : | ||
Net operating loss carryforwards | $ 453,892 | $ 505,286 |
Total | 453,892 | 505,286 |
Less valuation allowance | (453,892) | (505,286) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statutory United States Federal rate | 34.00% | 34.00% |
State income taxes net of federal benefit | 3.60% | 3.60% |
Permanent differences | (8.90%) | 0.00% |
Correct NOL Asset | (96.00%) | 0.00% |
Changes in valuation reserves | 67.30% | (37.60%) |
Effective tax rate (provision) benefit | 0.00% | 0.00% |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) | 12 Months Ended |
Sep. 30, 2016USD ($) | |
Operating Loss Carryforwards | $ 1,291,000 |
Operating Loss Carryforwards Expiration Year | 2,031 |
Operating Loss Carry forwards Commencing Year | 2,018 |
SUBSEQUENT EVENT (Details Textu
SUBSEQUENT EVENT (Details Textual) - USD ($) | Nov. 01, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Subsequent Event [Line Items] | |||
Revenue, Net | $ 0 | $ 0 | |
Net Income (Loss) Attributable To Parent | $ (74,453) | (39,760) | |
Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 351,919 | ||
Net Income (Loss) Attributable To Parent | $ 0 | 0 | |
B R Johnson Inc [Member] | |||
Subsequent Event [Line Items] | |||
Revenue, Net | 27,613,000 | ||
Net Income (Loss) Attributable To Parent | $ 1,700,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from Issuance of Private Placement | $ 12,074,306 | ||
Line of Credit Facility, Interest Rate Description | base rate of interest, which is equal to the highest of (a) KeyBank, N.A.s prime rate, (b) one-half of one percent (0.50%) in excess of the Federal Funds Effective Rate of the Federal Reserve Bank of New York, and (c) one hundred (100) basis points in excess of the London Interbank Offered Rate for loans in Eurodollars with an interest period of one month, plus any applicable margin. | ||
Subsequent Event [Member] | Subordinated Debt [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||
Debt Instrument, Maturity Date | Nov. 1, 2021 | ||
Subsequent Event [Member] | Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Covenant Description | fixed charge coverage ratio to exceed 1.15 to 1.00. | ||
Subsequent Event [Member] | B R Johnson Inc [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Face Amount | $ 2,500,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | ||
Business Combination, Consideration Transferred | $ 15,400,000 | ||
Debt Instrument, Periodic Payment | 62,500 | ||
Proceeds from Lines of Credit | 1,500,000 | ||
Subsequent Event [Member] | B R Johnson Inc [Member] | Revolving Credit Facility [Member] | |||
Subsequent Event [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 6,000,000 | ||
Subsequent Event [Member] | B R Johnson Inc [Member] | Letter of Credit [Member] | |||
Subsequent Event [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 500,000 | ||
Subsequent Event [Member] | BRJ Acquisition Partners, LLC [Member] | Subordinated Debt [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Face Amount | $ 358,696 | ||
Subsequent Event [Member] | B R Johnson LLC [Member] | |||
Subsequent Event [Line Items] | |||
Common ship Interests Percentage | 76.17% | ||
Preferred ship Interests,Percentage | 95.22% | ||
Debt Instrument, Maturity Date | Nov. 30, 2021 | ||
Subsequent Event [Member] | B R Johnson LLC [Member] | Subordinated Debt [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Face Amount | $ 7,500,000 | ||
Subsequent Event [Member] | B R Johnson LLC [Member] | Debt [Member] | |||
Subsequent Event [Line Items] | |||
Payments to Acquire Interest in Subsidiaries and Affiliates | 7,140,000 | ||
Subsequent Event [Member] | B R Johnson LLC [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Payments to Acquire Interest in Subsidiaries and Affiliates | 10,950,000 | ||
Subsequent Event [Member] | B R Johnson LLC [Member] | Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Payments to Acquire Interest in Subsidiaries and Affiliates | $ 3,810,000 | ||
Subsequent Event [Member] | Lorraine Capital, LLC [Member] | |||
Subsequent Event [Line Items] | |||
Common ship Interests Percentage | 20.00% | ||
Subsequent Event [Member] | B R Johnson Acquisition Partners, LLC [Member] | |||
Subsequent Event [Line Items] | |||
Common ship Interests Percentage | 3.83% | ||
Preferred ship Interests,Percentage | 4.78% | ||
Subsequent Event [Member] | Private Placement [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 894,393 | ||
Sale of Stock, Price Per Share | $ 13.50 |