PART I

As used in this report, all references to “Banyan,“MedAmerica,” the “Company,” “we,” “our” and “us” refer to Banyan Rail ServicesMedAmerica Properties Inc. (formerly B.H.I.T. Inc.).

In September 2013 the Company effectuated a one-for-five reverse split pursuant to which each shareholder received one common share for every five shares owned prior to the reverse split. All shares and per share amounts in this report have been adjusted retroactively to reflect this reverse stock split.

Forward Looking Statements

This Annual Report on Form 10-K contains information about us, some of which includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical information or statements about our current condition. You can identify forward-looking statements by the use of terms such as “believes,” “contemplates,” “expects,” “may,” “will,” “could,” “should,” “would,” or “anticipates,” other similar phrases, or the negatives of these terms. We have based the forward-looking statements relating to our operations on our current expectations, estimates and projections about us and the markets we serve. We caution you that these statements are not guarantees of future performance and involve risks and uncertainties. These statements should be considered in conjunction with the discussion in Part I, the information set forth under Item 1A, “Risk Factors” and with the discussion of the business included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecast in the forward-looking statements. Any differences could result from a variety of factors, including the following:

You should not place undue reliance on our forward-looking statements, which reflect our analysis only as of the date of this report. The risks and uncertaintiesuncertainties listed above and elsewhere in this report and other documents that we file with the SEC, including this annual reportAnnual Report on Form 10-K, quarterly reports on Form 10-Q, and any current reports on Form 8-K, must be carefully considered by any investor or potential investor in the Company.

Item 1. Business.

In September 2009, we completed the acquisition of all of the issued and outstanding stock of The Wood Energy Group, Inc. (“Wood Energy”), a Missouri corporation engaged in the business of railroad tie reclamation and disposal. Prior to acquiring Wood Energy, Banyan was a shell company without significant operations or sources of revenues other than its investments.Overview

Wood Energy provided railroad tie pickup, reclamation and disposal services to the Class 1 railroads (defined by the American Association of Railroads asMedAmerica is a railwayreal estate management company with annual operating revenue over $452.7 million aslimited operations. After exploring various industries, in 2016, the board of 2012)directors determined to pursue the sourcing, financing, asset management and industrial customers.   We operated primarily in the southern regionco-investment of well-located medical office buildings throughout the United States with the intention of America. Our services included removing scrap railroad ties (ties), disposingaggregating multiple properties within certain locations allowing us to gain efficiencies and diversify risk. We source, provide all due diligence and oversee the financing for co-investment partners to acquire medical office buildings in a price range typically too small for REIT investing. We then asset and property manage the portfolios and determine the optimal exit strategy.

These investments will have strong fundamentals in the highly-desired healthcare real estate sector that continues to grow by demand that is supported by expectations of an increase in the aging baby boomer population. We are focused on opportunistic medical office real estate investments located in the sunbelt states. Management is looking in these attractive geographic locations for investments that meet its criteria. 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 management of medical office buildings is fundamentally sound, there is no assurance that we will be successful in this endeavor or that we can locate and finance properties meeting our criteria in locations desirable to us. For more information concerning these risks, please see Part I, Section 1A – “Risk Factors”.

In preparation for this new strategy, our management team is focused on repositioning the Company, both operationally and financially. As described in greater detail below, we have changed the name of the ties by selling themCompany to identify with our new direction. In addition to seeking equity and debt financing, we have taken the landscapeactions described below under “Recent Events” to strengthen our balance sheet and relay tie markets or having the ties ground to create chipped wood for subsequent sale as fuel to the co-generation markets.  pursue our new strategy.

On January 11, 2013, Wood Energy filed a voluntary petition for reorganization relief under the provisions

Our History

The assets of Wood Energy were liquidated by the Trustee of the Bankruptcy Court. The proceeds for the sale were used to satisfy a portion of the secured claims, with the remainder if any, allocated to the unsecured claims.

As a result of Banyan’s guarantee of Wood Energy’s outstanding secured debt, at the time of its bankruptcy filing, to Fifth Third Bank (“FTB” or “Fifth Third”), FTB filed an action against Banyan in the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida. The action was subsequently settled on September 26, 2013 when Banyan paid $200,000 to FTB which fully satisfied Banyan’s obligation and provided a full release for Banyan by FTB.

Our History Prior to Acquiring Wood Energy

The Company was originally organized under the laws of the Commonwealth of Massachusetts in 1985, under the name VMS Hotel Investment Trust, for the purpose of investing in mortgage loans. The Company was subsequently reorganized as a Delaware corporation in 1987.1987 and changed its name to B.H.I.T. Inc. In 2010, the Company changed its name from B.H.I.T. Inc. to Banyan Rail Services Inc. From 19892009 to 19922012, the Company experienced severe losses as a resultfrom an operating subsidiary in the rail services sector. In 2016, after exploring various industries and researching numerous companies, the board of directors elected to pursue investing in commercial real estate. The Company is pursuing the acquisition and management of strategically located medical office buildings.

In April 2017, our board of directors and the holders of a decline in real estate values and the resulting defaults on the mortgages it held. In 1998, the Company changed its name to B.H.I.T. Inc., and again changed its name to Banyan Rail Services Inc. in 2010.

On January 24, 2007, a group of private investors purchased 41.7%majority of our outstanding shares heldof common stock approved by our largest shareholder atwritten consent amendments to the time. Because membersCompany’s articles of our new management team have experienceincorporation to (1) change the name of the Company from “Banyan Rail Services Inc.” to “MedAmerica Properties Inc.,” and (2) effect a 1 for 10 reverse stock split of the issued and outstanding shares of common stock of the Company. On June 15, 2017, the Company filed these amendments with the railroad industry, we began investigating acquisitionsSecretary of companies inState of the rail industry. InState of Delaware and the spring of 2009, we entered negotiationsname change and reverse stock split became effective with the owners of Wood Energy to acquire the company.Financial Industry Regulatory Authority, Inc. (“FINRA”) on June 20, 2017. As a result of the acquisition of Wood Energy, we were no longer a shell company. On January 4, 2010, we changed our name to Banyan Rail Services Inc.appropriate, all common stock share quantities have been updated to reflect our new business. As a result of the bankruptcy and liquidation of Wood Energy, Banyan is now a shell Company seeking to acquire an operating entity.1 for 10 reverse stock split.

Item 1A. Risk Factors.

The following is a description of what we consider the key challenges and risks relating to our business and investing in our common stock. This discussion should be considered in conjunction with the discussion under the caption “Forward-Looking“Forward-Looking Information” precedingin Part I, the information set forth under Item 1, “Business” and with the discussion of the business included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These risks comprise the material risks of which we are aware. If any of the events or developments described below or elsewhere in this Annual Report on Form 10-K, or in any documents that we subsequently file publicly were to occur, it could have a material adverse effect on our business, financial condition or results of operations.

Risks Relating to Our Company

BanyanMedAmericahas limited assets and operations.

MedAmerica is a shellreal estate management company without significantwith limited assets orand operations.

After the liquidation of the assets of Wood Energy, Banyan became a shell company without significant operations or sources of revenue other than investments. Without revenue, we are currently dependent upon private placement capital fundraising, and loans and equity infusions from affiliatesa related party to meet our cash needs. Our ability to continue on an on-going basis is dependent upon, among other things, raising capital, obtaining debt financing and identifying an operating businessmedical office buildings to acquire,source, manage and co-invest, among other factors, many of which are beyond our control.

We will need to raise additional capital, which may not be available to us and may limit our operations or growth.

We will need additional capital to fund the implementation of our business plan. We cannot assure you that any necessary subsequent financing will be successful. Our future liquidity and capital requirements are difficultdifficult to predict as they depend upon many factors, including our ability to identify and complete acquisitions and the success of any business we do acquire. We will need to raise additional funds in order to meet working capital requirements or additional capital expenditures or to take advantage of other opportunities. We cannot be certain that we will be able to obtain additional financing on favorable terms or at all. If we are unable to raise needed capital, our growth and operations may be impeded. In addition, if we raise capital by selling additional shares of stock, your percentage ownership in BanyanMedAmerica will be diluted.

A growth strategy of making acquisitions subjects us to all of the risks inherent in identifying, acquiring and operating newly acquired businesses.

WeOur board has approved the current strategy that includes the acquisition, purchase, and management of well-located medical office buildings throughout the United States, with the intention to aggregate multiple properties with strong fundamentals in certain attractive geographic locations, particularly in the sunbelt states. In the future, we may continue to make acquisitions of, or investments in, medical office buildings. To that end, we may spend significant management time and resources in analyzing and negotiating acquisitions or investments that are not consummated and the strategy may not be ableimplemented at all. Moreover, no assurance can be given that we will identify medical office buildings to successfully acquire, or integrate a new business.

We face a variety of risks associated with acquiring and integrating new business operations.  The growth and success of our business will depend on our ability to identify, acquire and operate new assets or businesses. We may compete with companies that have significantly greater resources thanif we do, for potential acquisition candidates.  We cannot provide assurance that we will be able to acquire such properties on terms acceptable to us, or at all. Furthermore, we may seek equity or debt financing for particular acquisitions, which may not be available on commercially reasonable terms, or at all. We will also face all the risks associated with an acquisition strategy, including, but not limited to:

Businesses thatIf we acquire incannot overcome these challenges, we may not realize actual benefits from past and future acquisitions, which will impair our overall business results. If we complete an investment or acquisition, we may not realize the future could involve unforeseen difficulties, which could have a material adverse effect on our business, financial condition, and operating results.anticipated benefits from the transaction.

Certain employees and directors own a significant interest in Banyan.MedAmerica.

Certain directorsdirectors and officers control 93.0%31.72% of our outstanding common shares (92.9% if they exercised their options).as of December 31, 2017. Accordingly, they possess a significant vote on all matters submitted to a vote of our shareholders including the election of the members of our board. This concentration of ownership may have the effect of preventing or discouraging transactions involving an actual or a potential change of control of Banyan,MedAmerica, regardless of whether a premium is offered over then-current market prices.

The current state of debt markets could have a material adverse impact on our earnings and financial condition.

The costcost of commercial debt may increase or may contract as a result of certain factors including the tightening of underwriting standards by lenders and credit rating agencies. Credit spreads for major sources of capital may grow significantly as investors may demand a higher risk premium. Should our borrowing cost increase, either by increases in the index rates or by increases in lender spreads, we will need to factor such increases into the economics of our business plan. This may result in our generating lower overall economic returns and potentially reducing cash flow available for business operations and business development.

We have issued preferred stock, which may decrease both our net income available to common shareholders and cash flow.

We have 10,375 shares of preferred stock outstanding in the amount of $1.04 million, which were used for working capital needs when issued. Although investments in leveraged companies offer the opportunity for capital appreciation, leveraged investments also involve a high degree of risk.  The amount of our preferred stock outstanding could have important consequences for us and our investors.  For example, it could:

Our ability to make scheduled payments dividends on our preferred stock will depend primarily on our ability to successfully find an operating entity to acquire, as well as the future performance of that entity. All of which to a certain extent is subject to economic, financial, competitive and other factors beyond our control.  We have been unable to make payments on our outstanding preferred stock and many of our preferred shareholders have agreed to accept common stock in lieu of cash dividends. There can be no assurance that our business plan will generate sufficient cash flow to pay mandatory preferred stock dividends or meet our other cash needs.  

Risks Relating to Our Shares

Directors’ optionsUnregistered Sales of Equity Securities and outstanding Use of Proceeds

Private Placement

In February 2017, management began approaching certain accredited investors offering unregistered shares of the Company’s common stock for $1.50 a share in order to raise working capital and fund our operations (the “2017 Private Placement”). Through December 31, 2017, the Company accepted subscriptions for $1,940,005 in the 2017 Private Placement. The issuances of common stock were made in reliance on section 4(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and rule 506 of Regulation D of the Securities Act. The proceeds of the 2017 Private Placement will be used for working capital and to fund operations and repay a related party note and accrued interest.

Outstanding convertible preferred stock may depress the price of our common stock.

As a result of the private placements including issuances of preferred stock in 2012 and prior years, there are shares of outstanding preferred stock which can be converted into as manymany as 103,75010,000 shares of our common stock for $12.50 per share.  In addition, as of December 31, 2014 we have issued options to purchase 20,000 shares to our directors as compensation for serving on the board at prices ranging from $10.30 to $13.50 a share.stock.  If the directors’ options are exercised or the shares of preferred stock are converted, your ownership of the Company will be diluted. In addition, the issuance of a significant number of shares upon conversion of shares of preferred stock or the exercise of options could depress the price of our stock if there isn’t enough demand for the shares in the market. Even if the shares of preferred stock are not converted, the large number of shares issuable upon conversion of the preferred stock could cause an overhang on the market.

If you invest in Banyan,MedAmerica, you may experience substantial dilution and the market price of our shares may decrease.

In the event we identify and obtain an operating entity,a medical office building, there may be a dilutive effect on the holders of our securities. In addition, as part of our recruitment process and in connection with our efforts to attract and retain employees and directors, we may offer stock options, restricted stock shares or other types of equity-based incentives to itsour future employees and directors. The Company’s issuance of equity-based incentives to new hires, senior management and directors, may cause you significant dilution as a result of such issuances. Also,In 2017 we agreed that if we conductissued a registered offeringsignificant number of securities, we will register thecommon shares to raise capital and retire shares of our preferred stock. Although shares of common stock issued to the sellers of Wood Energy and underlying the preferred stock issued in connectionconjunction with our acquisition of Wood Energy.   Further, although shares of common stock issued to the sellersprivate placements and to be issued upon conversion of our preferred stock will be “restricted” securities under the Securities Act of 1933 prior to any registration statement being filed and being declared effective by the SEC, they may nonetheless be sold prior to that time in reliance on registration exemptions contained in Rule 144 of the Securities Act, subject to certain resale restrictions imposed by Rule 144.  Such issuances and sales may also depress the market price of our shares.

Our common stock may be considered a “penny stock.”

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price for our common stock is below $5.00 per share, and our stock trades are considered a “penny stock” according to SEC rules. This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of investors to sell their shares.

You may not be able to sell your shares because there is a limited market for our stock.

Although our common stock is traded on the OTCQB, currently there is limited trading volume in our stock and there may be very limited demand for it as well. As a result, it may be difficult for you to sell our common stock despite the fact it is traded on the OTCQB.

Our preferred stock could adversely affect the holders of our common stock.

As of December 31, 2014, we have 10,375 shares of preferred stock outstanding of the 49,950 shares of stock that were previously issued. Pursuant to our certificate of incorporation, our board of directors has the authority to fix the rights, preferences, privileges and restrictions of unissued preferred stock and to issue those shares without any further action or vote by the common stockholders. The holders of the preferred stock are entitled to receive payment before any of the common stockholders upon liquidation of the Company and we cannot pay a dividend on our common stock unless we first pay dividends required by our preferred stock. In addition, the rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that may be issued in the future. These adverse effects could include subordination to preferred shareholders in the payment of dividends and upon our liquidation and dissolution, and the use of preferred stock as an anti-takeover measure, which could impede a change in control that is otherwise in the interests of holders of our common stock. In December of 2012, the Company extended an offer to preferred shareholders to receive payment of dividends in the form of common stock in lieu of cash. On September 30, 2014, we converted 39,575 shares of preferred stock as part of an offer to our shareholders. As of December 31, 2014, 56.3% or approximately $103,750 of the annual dividend due to preferred shareholders is paid in common stock; the balance will remain accrued until such time as the Company has sufficient cash from operations to issue cash payment. We do not anticipate paying cash dividends on our common stock in the foreseeable future. When the Company issues payment of these dividends in common stock, your percentage ownership in Banyan will be diluted

We do not intend to pay any cash dividends on our common stock.

We dodo not anticipate paying any cash dividends on our common stock in the foreseeable future. The payment of cash dividends depends on our future earnings, financial condition and other business and economic factors that our board of directors may consider relevant.  Because we do not intend to pay cash dividends, the only return on your investment may be limited to the market price of the shares.

Item 2. Properties.

We do not own any real property.

Item 3. Legal Proceedings.

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

Item 4. Mine Safety

Not applicable.

PART II

Item 5. Market for Registrant’sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Shares of our common stock are traded over-the-counter and sales are reported on the OTCQB under the symbol “BARA”.“MAMP.” The last reported sale price as of March 15, 2015April 2, 2018 was $2.70$6.00 per share. The following table lists the high and low closing sale prices of our stock during 20142017 and 20132016 as reported on OTCQB. These sale prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

There were approximately 1,548735 stockholders of record of Banyan’sMedAmerica’s common stock as of March 15, 2015. There are additional stockholders who own stock in their accounts at brokerage firms and other financial institutions.April 2, 2018.

All share and per share amounts in this Annual Report on Form 10-K have been adjusted retroactively to reflect a reverse stock split. SeeReverse Stock Split.

Common Stock

As of December 31, 2014,2017, our certificate of incorporation provided that we were authorized to issue 7.5up to 50.0 million shares of common stock, par value $0.01 per share. On February 4, 2015 we amended our certificate of incorporation to increase the authorized common shares to 50.0 million. The holders of our common stock are entitled to one vote per share on all matters to be voted upon by our stockholders, including the election of directors. Our shares of common stock are not convertible into any other security and do not have any preemptive rights, conversion rights, redemption rights or sinking fund provisions. Stockholders are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine. In the event of our liquidation, dissolution, or winding up, our stockholders receive ratably any net assets that remain after the payment of all of our debts, preferred stock and other liabilities.

Our certificate of incorporation also limits the number of shares that may be held by any one person or entity.  No person or entity may directly or indirectly acquire shares if it would cause the person or entity to be:

Our board has the authority and has in the past exercised theirits discretion to exempt shareholders from the foregoing limitations if such shareholders can provide evidence to assure the board that no NOLs will be lost or limited by such exemption or thethe board determines such exemption is in the best interests of Banyan.MedAmerica.

Dividends

We intend to reinvest our earnings, if any, in the business, and have never declared or paid, and do not intendhave no present intentions to declare or pay, any cash dividends on our common stock.  

Stock Options

In 2014, no compensatory2017, we issued 60,000 stock options to officers and directors and 5,000 options expired on June 26, 2017.

Private Placement

In February 2017, management began approaching certain accredited investors offering unregistered shares of the Company’s common stock for $1.50 a share in order to raise working capital and fund our operations (the “2017 Private Placement”). Through December 31, 2017, the Company accepted subscriptions for $1,940,005 in the 2017 Private Placement. The issuances of common stock were issued.made in reliance on section 4(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and rule 506 of Regulation D of the Securities Act. The proceeds of the 2017 Private Placement will be used for working capital and to fund operations and repay a related party note and accrued interest.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included under Item 8 of this Annual Report on Form 10-K.

Overview

MedAmerica is a real estate management company with limited operations. Without revenue, we are currently dependent upon private placement capital fundraising, and loans and equity infusions from a related party to meet our cash needs. Our ability to continue on an on-going basis is dependent upon, among other things, raising capital, obtaining debt financing and identifying medical office buildings to acquire, source, manage and co-invest, among other factors, many of which are beyond our control.

Our History

The Company was originally organized under the laws of the Commonwealth of Massachusetts in 1985, under the name VMS Hotel Investment Trust, for the purpose of investing in mortgage loans. The Company was subsequently reorganized as a Delaware corporation in 1987 and changed its name to B.H.I.T. Inc. In September2010, the Company changed its name from B.H.I.T. Inc. to Banyan Rail Services Inc. From 2009 we completedto 2012, the Company experienced severe losses from an operating subsidiary in the rail services sector. In 2016, after exploring various industries and researching numerous companies, the board of directors elected to pursue investing in commercial real estate. The Company is pursuing the acquisition and management of allstrategically located medical office buildings.

In April 2017, our board of directors and the holders of a majority of our outstanding shares of common stock approved by written consent amendments to the Company’s articles of incorporation to (1) change the name of the Company from “Banyan Rail Services Inc.” to “MedAmerica Properties Inc.,” and (2) effect a 1 for 10 reverse stock split of the issued and outstanding shares of common stock of The Wood Energy Group, Inc., a Missouri corporation engaged in the businessCompany. On June 15, 2017, the Company filed these amendments with the Secretary of railroad tie reclamation and disposal. Prior to acquiring Wood Energy, Banyan was a shell company without significant operations or sources of revenues other than its investments.

Wood Energy provided railroad tie pickup, reclamation and disposal services to the Class 1 railroads (defined by the American Association of Railroads as a railway company with annual operating revenue over $452.7 million as of 2012) and industrial customers.   We operated primarily in the southern regionState of the United StatesState of America. Our services included removing scrap railroad ties (ties), disposing ofDelaware and the ties by selling themname change and reverse stock split became effective with the Financial Industry Regulatory Authority, Inc. on June 20, 2017. As appropriate, all common stock share quantities have been updated to reflect the landscape and relay tie markets or having the ties ground to create chipped wood1 for subsequent sale as fuel to the co-generation markets.  

On January 11, 2013, Wood Energy filed a voluntary petition for reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court Southern District of Florida, which was voluntarily converted into a Chapter 7 Bankruptcy on February 5, 2013.10 reverse stock split.

The assetsCompany’s ability to continue on a going-concern basis is dependent upon, among other things, raising capital, obtaining debt financing and finding an operating business to acquire, and other factors, many of Wood Energy were liquidatedwhich are beyond our control.

Recent Events

Stock Split and Name Change

In April 2017, our board of directors and the then holders of a majority of our outstanding shares of common stock approved by written consent amendments to the Company’s articles of incorporation to (1) change the name of the Company from “Banyan Rail Services Inc.” to “MedAmerica Properties Inc.,” and (2) effect a 1 for 10 reverse stock split of the issued and outstanding shares of common stock of the Company. On June 15, 2017, the Company filed these amendments with the State of Delaware and the name change and stock split became effective with the Financial Industry Regulatory Authority, Inc. on June 20, 2017.

The name change reflects our new strategy of pursuing acquisitions and management of well-located medical office buildings. Pursuant to the reverse stock split, each outstanding share of the Company’s common stock was automatically exchanged for one-tenth of a share. As a result, each stockholder now owns a reduced number of shares of the Company’s common stock. The stock split affects all stockholders uniformly and does not affect any stockholder’s percentage ownership in the company or the proportionate voting rights and other rights and preferences of the stockholders, except for adjustments that may result from the treatment of fractional shares, which have been rounded to the nearest whole share. The number of the Company’s authorized shares of common stock was not affected by the Trusteestock split.

Private Placement

In February 2017, management began approaching certain accredited investors offering unregistered shares of the Bankruptcy Court.Company’s common stock for or $1.50  a share in order to raise working capital and fund our operations (the “2017 Private Placement”). Through December 31, 2017, the Company accepted subscriptions for $1,940,005 in the 2017 Private Placement. The issuances of common stock were made in reliance on section 4(2) of the Securities Act of 1933 for the offer and sale of securities not involving a public offering and rule 506 of Regulation D of the Securities Act. The proceeds for the sale were used to satisfy a portion of the secured claims, with2017 Private Placement will be used for working capital and to fund operations and repay a related party note and accrued interest.

Preferred Stock Exchange

In April 2017, we offered our preferred shareholders shares of our common stock in exchange for their Preferred Stock and Preferred Dividends accrued as of December 31, 2016. Pursuant to the offer, each share of Preferred Stock would be exchanged for 20 shares of common stock. All preferred shareholders, except one, accepted our offer resulting in the remainder if any, allocated toconversion of 9,875 shares of Preferred Stock and $301,656 of Preferred Dividends into 257,831 shares of (post-split) common stock which were issued in the unsecured claims.third quarter of 2017. The effective date of the exchange is June 30, 2017. This exchange resulted in deemed dividends on preferred stock conversion of $148,125.

As a result of Banyan’s guarantee of Wood Energy’s outstanding secured debt, at the time of its bankruptcy filing, to Fifth Third Bank (“FTB” or “Fifth Third”), FTB filed an action against Banyan inreverse stock split, the Circuit Court of the Fifteenth Judicial Circuit in Palm Beach County, Florida. The action was subsequently settled on September 26, 2013 when Banyan paid $200,000 to FTB which fully satisfied Banyan’s obligationprivate placement and provided a full release for Banyan by FTB.

The Company’s future liquidity and capital requirements are dependent upon many factors, including our ability to identify and complete acquisitions and the success of any business we do acquire. We may need to raise additional funds in order to meet working capital requirements or additional capital expenditures or to take advantage of other opportunities. We cannot be certain that we will be able to obtain additional financing on favorable terms or at all. If we are unable to raise needed capital, our growth may be impeded. In addition, if we raise capital by selling additional shares of stock, your percentage ownership in Banyan will be diluted.

The Company is actively seeking acquisitions of leading companies within the industrial, energy, transportation, technology and health care industries throughout North America, and intends to keep its statutory filings current during the process.

Recent Events

Common Stock Issuances

On September 30, 2014 the Company completed an offering to its preferred stockholders to convert its outstanding Preferred Stock into common stock, in addition to its accrued and outstanding preferred stock dividends into common shares. As a result of this offering the holders of substantially all of the preferred stock agreed to convert and the Company agreed to issue 442,145exchange, there is effectively 2,610,568 shares of common stock in conjunction with this conversion. Theoutstanding as of December 31, 2017 consisting of 1,056,900 shares from the reverse stock split, 1,293,337 shares from the 2017 private placement, 2,500 shares from a prior year private placement that were issued on November 18, 2014.in 2017 and 257,831 shares from the preferred stock and preferred dividend exchange.

Letter of Intent to Acquire Banyan Medical Partners

On December 29, 2014,June 14, 2017, MedAmerica entered into a letter of intent with Patriot Equity LLC (“Patriot”) to reacquire all capital units of Banyan Medical Partners LLC (“BMP”) for $9,536,582. In 2016, MedAmerica originally formed BMP and its subsidiary, Banyan Surprise Plaza LLC (“BSP”), to embark on a new strategy to pursue the acquisition of well-located medical office buildings, particularly in the sunbelt states. In August 2016, BSP entered into an agreement to purchase the Surprise Medical Plaza, located in Surprise, Arizona. Although the Company agreedpursued various options to issue 1,807,408 shares of common stock (“Shares”)finance the acquisition, management was unable to Banyan Rail Holdings, LLC for $0.18 a share in exchange for cancellation of two (2) notes receivable plus accrued interestcomplete the transaction in the amount $325,333. The Company obtainedtime frame provided for in the purchase agreement. As a result, the board decided to transfer BMP and BSP to Patriot, an opinion of an independent investment banking firm that the price of $0.18 a share is fair to the Company.entity owned by Gary O. Marino, the Company’s chairman is the president of Banyan Rail Holdings, LLC and a significant owner of the Company.board, in March 2017. BSP subsequently completed the acquisition of the Surprise Medical Plaza property. The shares were issued in January 2015.letter of intent entered into between MedAmerica with Patriot was non-binding, provided for a ninety-day exclusive diligence period, and was contingent upon the Company obtaining financing to complete the acquisition. The letter of intent was extended to December 15, 2017 at which time it expired. The Company recorded a discount of $3,922,073has no current plans to reflect the difference between the offering price and the quoted market price on the date the offering was subscribed. The discount is recorded as interest expense for the period.

Also on December 29, 2014, the Company agreed to issue 2,777,778 Shares to Marino Family Holdings, LLC for $0.18 a share or $500,000 in total. The Company obtained an opinion of an independent investment banking firm that the price of $0.18 a share is fair to the Company. Gary O. Marino, the Company’s chairman, is the manager of Marino Family Holdings, LLC. and a significant owner of the Company. The proceeds from the sale of the Shares were used for working capital purposes. The shares were issued in January 2015. The Company recorded a discount of $6,027,778 to reflect the difference between the offering price and the quoted market price on the date the offering was subscribed. The discount is recorded as compensation expense for the period.further pursue this acquisition.

Also on December 29, 2014, the Company agreed to issue 138,889 Shares to Jon Ryan for $0.18 a share, or $25,000 in total. The Company obtained an opinion

Reverse Stock SplitQuasi-Reorganization

In preparing the Company's September 2013,30, 2017 consolidated financial statements, the Company effectuated a 1-for-5 reverse stock splitdetermined that events that would have allowed us to complete the previously disclosed Quasi-Reorganization pursuant to which each stockholder received one shareSection 210 of common stock for every five shares owned priorthe Codification of Financial Reporting Policies ("Quasi-Reorg") effective June 30, 2017 did not materialize during the subsequent quarter.   As such we have subsequently determined that we do not meet all the requirements necessary to complete the reverse split. All shareQuasi-Reorg during this period.  The revision does not result in any change to total equity of the Company; it only affected individual equity account balances.  The Company assessed the materiality of this misstatement in the June 30, 2017 interim period financial statements in accordance with the SEC's Staff Accounting Bulletin (SAB) No. 99, Materiality, codified in ASC No. 250, Presentation of Financial Statements, and per share amounts in this Annual Report on Form 10-Khave beenconcluded that the misstatement was not material to any interim period.  In accordance with SAB 108, the Company has adjusted retroactivelythe quarter ended June 30, 2017 financial statements.  There was no impact to reflect this reverse stock split.statement of operations or cash flows.  

Increase in Authorized Shares

In February 2015, the Company effectuated an amendment to our certificate of incorporation to increase the authorized shares of common stock from 7.5 million to 50.0 million by amending Article Third of our certificate of incorporation.