Broad Street Realty (BRST) 10-Q 12 Aug 16 2016 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 06, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Entity Registrant Name	Banyan Rail Services Inc.
Entity Central Index Key	764,897
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	BARA
Entity Common Stock, Shares Outstanding		10,347,235

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current assets
Cash	$ 61,420	$ 327,382
Prepaid insurance	10,234	8,752
Total current assets	71,654	336,134
Total assets	71,654	336,134
Current liabilities
Accounts payable	74,848	42,304
Accrued payroll	6,714	4,855
Accrued professional fees	15,833	6,982
Accrued dividends	277,142	254,517
Total current liabilities	374,537	308,658
Total liabilities	374,537	308,658
Commitments and contingencies
Stockholders' (deficit) equity
Series A Preferred stock, $0.01 par value. 20,000 shares authorized and 10,375 issued	104	104
Common stock, $0.01 par value. 50,000,000 shares authorized. 10,347,235 and 10,317,379 issued as of June 30, 2016 and December 31, 2015, respectively	103,472	103,174
Additional paid-in capital	109,629,977	109,652,901
Accumulated deficit	(109,965,747)	(109,658,014)
Treasury stock, at cost, for 5,655 shares	(70,689)	(70,689)
Total stockholders' (deficit) equity	(302,883)	27,476
Total liabilities and stockholders' (deficit) equity	$ 71,654	$ 336,134

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	50,000,000	50,000,000
Common stock, issued	10,347,235	10,317,379
Treasury Stock, Shares	5,655	5,655
Series A Preferred stock
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	20,000	20,000
Preferred stock, shares issued	10,375	10,375

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
General & administrative expenses	$ 138,487	$ 157,802	$ 307,733	$ 290,481
Loss from operations	(138,487)	(157,802)	(307,733)	(290,481)
Net loss	(138,487)	(157,802)	(307,733)	(290,481)
Dividends for the benefit of preferred stockholders:
Preferred stock dividends	(25,930)	(25,930)	(51,875)	(51,875)
Total dividends for the benefit of preferred stockholders	(25,930)	(25,930)	(51,875)	(51,875)
Net loss attributable to common stockholders	$ (164,417)	$ (183,732)	$ (359,608)	$ (342,356)
Weighted average number of common shares outstanding:
Basic and diluted (in shares)	10,347,235	7,899,702	10,336,736	7,899,702
Net loss per common share from continuing operations, basic and diluted (in dollars per share)	$ (0.02)	$ (0.02)	$ (0.03)	$ (0.04)
Net loss per common share, basic and diluted (in dollars per share)	(0.02)	(0.02)	(0.03)	(0.04)
Net loss attributable to common shareholders per share (in dollars per share)	$ (0.02)	$ (0.02)	$ (0.03)	$ (0.04)

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash flows from operating activities:
Net loss	$ (307,733)	$ (290,481)
Changes in assets and liabilities:
Decrease in prepaid expenses and other current assets	(1,482)	0
Increase (decrease) in accounts payable and accrued expenses	43,253	(52,316)
Net cash used in operating activities	(265,962)	(342,797)
Cash flows from financing activities:
Proceeds from sale of common stock	0	431,000
Net cash from financing activities	0	431,000
Net (decrease) increase in cash	(265,962)	88,203
Cash, beginning of period	327,382	402,401
Cash, end of period	61,420	490,604
Non cash financing activities:
Preferred stock dividend in excess of payments	51,875	51,875
Issuance of common shares in lieu of cash dividends payable	29,250	29,250
Issuance of shares in settlement of loans and advances payable	$ 0	$ 11,719,963

Statements of Stockholders' (De

Statements of Stockholders' (Deficit) Equity - USD ($)	Total	Common Stock	Common Stock Payable	Preferred Stock	Additional Paid in Capital	Accumulated Deficit	Treasury Stock
Stockholders’ equity at Dec. 31, 2014	$ 93,183	$ 15,633	$ 11,427,963	$ 104	$ 97,273,708	$ (108,553,536)	$ (70,689)
Stockholders’ equity (in shares) at Dec. 31, 2014		1,563,424		10,375			5,655
Issuance of common stock	587,001	$ 78,581	(11,427,963)		11,936,383
Issuance of common stock (in shares)		7,857,955
Stock compensation expense	555,520	$ 8,960			546,560
Stock compensation expense (in shares)		896,000
Net loss	(1,104,478)					(1,104,478)
Preferred stock dividends	(103,750)				(103,750)
Stockholders’ equity at Dec. 31, 2015	27,476	$ 103,174	0	$ 104	109,652,901	(109,658,014)	$ (70,689)
Stockholders’ equity (in shares) at Dec. 31, 2015		10,317,379		10,375			5,655
Issuance of common stock	29,249	$ 298			28,951
Issuance of common stock (in shares)		29,856
Net loss	(307,733)					(307,733)
Preferred stock dividends	(51,875)				(51,875)
Stockholders’ equity at Jun. 30, 2016	$ (302,883)	$ 103,472	$ 0	$ 104	$ 109,629,977	$ (109,965,747)	$ (70,689)
Stockholders’ equity (in shares) at Jun. 30, 2016		10,347,235		10,375			5,655

Nature of Operations

Nature of Operations	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation Of Financial Statements [Abstract]
Nature of Operations	Note 1. Nature of Operations Banyan Rail Services, Inc. (the “Company”) was originally organized under the laws of the Commonwealth of Massachusetts in 1985, under the name VMS Hotel Investment Trust, for the purpose of investing in mortgage loans, principally to entities affiliated with VMS Realty Partners. The Company was subsequently reorganized as a Delaware corporation in 1987 and changed its name to B.H.I.T. Inc. In 2010, the Company changed its name from B.H.I.T. Inc. to Banyan Rail Services Inc. From 2009 to 2012, the Company operated and experienced severe losses from an operating subsidiary in the rail services sector and is now a shell company. The Company is actively seeking acquisitions of leading companies within the transportation and medical office real estate industries throughout North America. Liquidity and Going Concern (See Note 4)

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation Of Financial Statements [Abstract]
Basis of Presentation	Note 2. Basis of Presentation 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the useful lives of property and equipment, and the useful lives of intangible assets. Cash The Company considers all cash, bank deposits and highly liquid investments with an original maturity of three months or less to be cash. From time to time our cash deposits exceed federally insured limits. Fair Value of Financial Instruments Recorded financial instruments as of June 30, 2016, consist of cash, prepaid expenses, accounts payable and short-term obligations. The related fair values of these financial instruments approximated their carrying values due to either the short-term nature of these instruments or based on the interest rates currently available to the Company. Earnings Per Share Basic earnings (loss) per share is computed based on the weighted average shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares consist of the dilutive effect of stock options and convertible preferred stock equivalents. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 Retained Earnings distributions The Company’s preferred stockholders are entitled to receive payment before any of the common stockholders upon a liquidation of the Company and we cannot pay dividends on our common stock unless we first pay dividends required by our preferred stock.

Liquidity and Going Concern

Liquidity and Going Concern	6 Months Ended
	Jun. 30, 2016
Liquidity And Going Concern Abstract [Abstract]
Liquidity and Going Concern	Note 4. Liquidity and Going Concern At and for the period ended June 30, 2016, the Company had a net working capital deficit of $ 302,883 265,962

Preferred Stock and Common Stoc

Preferred Stock and Common Stock	6 Months Ended
	Jun. 30, 2016
Equity [Abstract]
Preferred Stock and Common Stock	Note 5. Preferred Stock and Common Stock Preferred stock dividends for Series A Preferred stock are accrued for the three and six months ended June 30, 2016, in the amount of $ 25,930 51,875 29,856 29,250 As of June 30, 2016, Banyan Rail Holdings LLC (“Banyan Holdings”) and Marino Family Holdings LLC owned 2,726,114 3,057,778

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2016
Income Tax Disclosure [Abstract]
Income Taxes	Note 6. Income Taxes For the three and six months ended June 30, 2016 and 2015, the Company recorded an income tax provision of $ 0 0 34 100

Earnings (loss) per Share

Earnings (loss) per Share	6 Months Ended
	Jun. 30, 2016
Earnings Per Share [Abstract]
Earnings (loss) per Share	Note 7. Earnings (loss) per Share The Company excluded from the diluted earnings per share calculation 103,750 5,000

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2016
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]
Stock-Based Compensation	Note 8. Stock-Based Compensation The Company has stock option agreements with its directors and officers for serving on the Company’s Board of Directors and as officers. Weighted Weighted Weighted Number Exercise Price Fair Value at Remaining Intrinsic of Shares per Share Grant Date Contractual Life Value Balance January 1, 2015 27,500 $ 12.92 $ 0 0.1 years - Options granted - - - - Options exercised - - - - Options expired (22,500) $ (2.62) - - Balance, January 1, 2016 5,000 $ 10.30 $ 0 0.1 years $ - Options granted - - - - Options exercised - - - - Options expired - - - - Balance, June 30, 2016 5,000 $ 10.30 0.1 years $ - Prior to June 30, 2010, the Company had not adopted a formal stock option plan. The number of options issued and the grant dates were determined at the discretion of the Company’s Board. Certain options vest at the date of grant and others vest over a one year period. The options are exercisable for periods not exceeding three to five years from the date of grant. On July 1, 2010, at its annual meeting of stockholders, the 2010 Stock Option and Award Plan was approved. The fair values of stock options are estimated using the Black-Scholes method, which takes into account variables such as estimated volatility, expected holding period, dividend yield, and the risk free interest rate. The risk free interest rate is the five year treasury rate at the date of grant. The expected life is based on the contractual life of the options at the date of grant.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2016
Related Party Transactions [Abstract]
Related Party Transactions	Note 9. Related Party Transactions On June 1, 2015, the Company entered into a month-to-month office lease and administrative support agreement (the “Agreement”) with Boca Equity Partners LLC (“BEP”). The Agreement is effective as of January 1, 2015. The Agreement provides for the Company’s use of a portion of BEP’s offices and certain overhead items at the BEP offices such as space, utilities and other administrative services for $ 4,750 Also on June 1, 2015, the Company entered into a support agreement (the “Support Agreement”) with BEP. The Support Agreement is effective as of January 1, 2015, and provides for corporate support services. The Support Agreement is for a month-to-month term and will terminate upon the Company’s payment of a success fee, should the Company acquire more than 50% of the assets or capital stock of any company 2 Gary O. Marino, the Company’s chairman of the board, is the chairman, president, and chief executive officer of BEP. Gary O. Marino and directors Donald S. Denbo and Paul S. Dennis also hold membership interests in BEP. The Company’s directors are currently not receiving cash compensation for their services, and no amounts have been recorded in the Company’s financial statements for the value of their services as of June 30, 2016 and 2015, respectively. The Company’s board of directors and officers directly or beneficially own 6,872,375 6,877,375

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2016
Subsequent Events [Abstract]
Subsequent Events	Note 10. Subsequent Events On July 27, 2016, the Company entered into a Demand Note and Loan Agreement (the “ Note BEP 250,000 10 75,000 On August 8, 2016, the Company issued an aggregate of 220,000 165,000 0.75 0.25 On August 8, 2016, Banyan Surprise Plaza LLC, an Arizona limited liability company and a wholly-owned subsidiary of the Company, and RK-WEM, LLC, an Arizona limited liability company (“RK-WEM”), executed a purchase and sale agreement for the purchase of RK-WEM’s land, buildings, structures, improvements, intangible property, service contracts, and leases, located at 13995 West Statler Blvd., Surprise, Arizona, commonly known as Surprise Medical Plaza, for $ 8,700,000 Also on August 8, 2016, Banyan Third Street LLC, an Arizona limited liability company and wholly-owned subsidiary of the Company and Signal Healthcare, LLC (“Signal Healthcare”), an Arizona limited liability company, executed a purchase and sale agreement for the purchase of Signal Healthcare’s land, buildings, structures, improvements, intangible property, service contracts, and leases, located at 2620 North 3rd Street, Phoenix, Arizona, commonly known as Third Street Healthcare Campus, for $ 5,700,000 All of the transactions contemplated in the purchase and sale agreements are collectively referred to as the “Transactions.” The purchase and sale agreements contain customary representations, warranties, covenants and indemnification provisions. The consummation of the Transactions depends upon the satisfaction or waiver of a number of customary closing conditions. The foregoing description of the Transactions is not complete and is qualified in its entirety by reference to the purchase and sale agreements, which are filed as Exhibits 10.1 and 10.2 to the Current Report on Form 8-K filed on August 9, 2016, and are incorporated herein by reference.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the useful lives of property and equipment, and the useful lives of intangible assets.
Cash Equivalents	Cash The Company considers all cash, bank deposits and highly liquid investments with an original maturity of three months or less to be cash. From time to time our cash deposits exceed federally insured limits.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Recorded financial instruments as of June 30, 2016, consist of cash, prepaid expenses, accounts payable and short-term obligations. The related fair values of these financial instruments approximated their carrying values due to either the short-term nature of these instruments or based on the interest rates currently available to the Company.
Earnings Per Share	Earnings Per Share Basic earnings (loss) per share is computed based on the weighted average shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares consist of the dilutive effect of stock options and convertible preferred stock equivalents.
Income Taxes	Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50
Retained Earnings distributions	Retained Earnings distributions The Company’s preferred stockholders are entitled to receive payment before any of the common stockholders upon a liquidation of the Company and we cannot pay dividends on our common stock unless we first pay dividends required by our preferred stock.

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2016
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]
Stock Option Activities	The options activity is as follows: Weighted Weighted Weighted Number Exercise Price Fair Value at Remaining Intrinsic of Shares per Share Grant Date Contractual Life Value Balance January 1, 2015 27,500 $ 12.92 $ 0 0.1 years - Options granted - - - - Options exercised - - - - Options expired (22,500) $ (2.62) - - Balance, January 1, 2016 5,000 $ 10.30 $ 0 0.1 years $ - Options granted - - - - Options exercised - - - - Options expired - - - - Balance, June 30, 2016 5,000 $ 10.30 0.1 years $ -

Summary of Significant Accoun19

Summary of Significant Accounting Policies - Additional Information (Details)	6 Months Ended
	Jun. 30, 2016
Significant Accounting Policies [Line Items]
Percentage Of Income Tax Examination Likelihood Of Tax Benefits Being Realized Upon Settlement	50.00%

Liquidity and Going Concern - A

Liquidity and Going Concern - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Working Capital	$ 302,883
Net Cash Provided by (Used in) Operating Activities, Continuing Operations	$ (265,962)	$ (342,797)

Preferred Stock and Common St21

Preferred Stock and Common Stock - Additional Information (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2016USD ($)shares	Jun. 30, 2016USD ($)shares
Stockholders Equity Note [Line Items]
Dividends, Common Stock | $		$ 29,250
Common Stock Dividends, Shares		29,856
Preferred Stock, Amount of Preferred Dividends in Arrears | $	$ 25,930	$ 51,875
Banyan Rail Holdings LLC [Member]
Stockholders Equity Note [Line Items]
Common Stock Held By Subsidiary Shares	2,726,114	2,726,114
Marino Family Holdings LLC [Member]
Stockholders Equity Note [Line Items]
Common Stock Held By Subsidiary Shares	3,057,778	3,057,778

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Tax [Line Items]
Income Tax Expense (Benefit)	$ 0	$ 0	$ 0	$ 0
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	0.00%	0.00%	0.00%	0.00%
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent			34.00%
Percentage Of Valuation Allowance			100.00%

Earnings (loss) per Share - Add

Earnings (loss) per Share - Additional Information (Details) - shares	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	103,750	103,750
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, shares	5,000	5,000

Stock-Based Compensation (Stock

Stock-Based Compensation (Stock Option Activities) (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Number of shares
Beginning Balance	5,000	27,500
Options granted	0	0
Options exercised	0	0
Options expired	0	(22,500)
Ending Balance	5,000	5,000	27,500
Weighted Average Exercise Price per Share
Beginning Balance	$ 10.3	$ 12.92
Options granted	0	0
Options exercised	0	0
Options expired	0	(2.62)
Ending Balance	$ 10.3	10.3	$ 12.92
Weighted Average Fair Value at Grant Date
Options granted		$ 0	$ 0
Weighted Average Remaining Contractual Life
Weighted Average Remaining Contractual Life	1 month 6 days	1 month 6 days	1 month 6 days
Intrinsic Value
Beginning Balance	$ 0	$ 0
Options granted	0	0
Options exercised	0	0
Options expired	0	0
Ending Balance	$ 0	$ 0	$ 0

Stock-Based Compensation - Addi

Stock-Based Compensation - Additional Information (Details)	6 Months Ended
	Jun. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for certain options	1 year
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercisable period	3 years
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercisable period	5 years

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details)	6 Months Ended
	Jun. 30, 2016USD ($)shares
Related Party Transaction [Line Items]
Ownership of related party in common stock if preferred stock is converted	6,877,375
Board of directors, officers, and officers of subsidiary [Member]
Related Party Transaction [Line Items]
Ownership of related party in common Stock	6,872,375
Boca Equity Partners LLC [Member]
Related Party Transaction [Line Items]
Monthly Lease And Rental Expense | $	$ 4,750
Support Agreement Description	The Support Agreement is for a month-to-month term and will terminate upon the Company’s payment of a success fee, should the Company acquire more than 50% of the assets or capital stock of any company
Business Acquisition, Fee Percentage	2.00%

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - Subsequent Event [Member] - USD ($)	Aug. 08, 2016	Jul. 27, 2016
Director [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	220,000
Shares Issued, Price Per Share	$ 0.25
Share-based Compensation	$ 165,000
Share Price	$ 0.75
Boca Equity Partners LLC [Member]
Subsequent Event [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 250,000
Line of Credit Facility, Interest Rate During Period		10.00%
Proceeds from Lines of Credit		$ 75,000
RK-WEM, LLC, [Member]
Subsequent Event [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total	$ 8,700,000
Signal Healthcare, LLC [Member]
Subsequent Event [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total	$ 5,700,000