10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2016

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 1-9043

Banyan Rail Services Inc.
(Exact name of registrant as specified in its charter)
Delaware	36-3361229
(State of incorporation)	(I.R.S. Employer Identification No.)
2255 Glades Road, Suite 324-A, Boca Raton, Florida 33431
(Address of principal executive offices)
561-988-8480
(Registrant’s telephone number)

Indicate by a check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large Accelerated Filer  ¨	Accelerated Filer  ¨
Non-Accelerated Filer  ¨	Smaller Reporting Company  þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 10,347,235 shares of common stock, $0.01 par value per share, as of August 6, 2016.

Table of Contents

Part I — Financial Information	3
Item 1.  Financial Statements	3
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Cautionary Statement Concerning Forward-Looking Statements	11
Overview	11
Our History	11
Subsequent Events	12
Critical Accounting Policies and Estimates	13
Results From Operations	14
General and Administrative Expenses	14
Income Tax expense	15
Net (loss) Income	15
Financial Condition and Liquidity	15
Off-Balance Sheet Arrangements	15
How to Learn More About Banyan	16
Item 4.Controls and Procedures	16
Part II — Other Information	16
Item 1.Legal Proceedings	16
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.Defaults Upon Senior Securities	16
Item 5.Other Information	16
Item 6.Exhibits	16
Signatures	18

2

Part I — Financial Information

Item 1. Financial Statements

Banyan Rail Services Inc.

Condensed Balance Sheets

	June 30, 2016			December 31, 2015
	(Unaudited)
ASSETS
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
LIABILITIES AND STOCKHOLDERS' DEFICIT
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

See Notes to Condensed Financial Statements

3

Banyan Rail Services Inc.

Condensed Statements of Operations

(Unaudited)

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

See Notes to Condensed Financial Statements.

4

Banyan Rail Services Inc.

Condensed Statements of Cash Flows

(Unaudited)

	Six months ended June 30,
	2016			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	)		-
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		-			431,000
Net cash from financing activities		-			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
Supplemental disclosure of cash flow information:
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	$	-		$	11,719,963

See Notes to Condensed Financial Statements.

5

Banyan Rail Services Inc.

Statements of Stockholders’ (Deficit) Equity

Periods Ended June 30, 2016 and December 31, 2015

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

See Notes to Condensed Financial Statements.

6

Notes to Condensed Financial Statements

Notes to Condensed Financial Statements.

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) The Company’s ability to continue on a going-concern basis is dependent upon, among other things, raising capital and finding an operating business to acquire, and other factors, many of which are beyond our control.

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.

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.

7

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 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

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.

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 and incurred negative cash flows from operating activities of $265,962. 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, make 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, the percentage ownership of current Banyan shareholders will be diluted.

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 and $51,875, respectively. During 2012, due to the lack of cash flow, the Company offered to pay the accrued dividends in common stock in lieu of cash. In February of 2016, we issued 29,856 shares of common stock in lieu of $29,250 of cash dividends for dividends accrued through December 31, 2015. Substantially all preferred shareholders accepted the common stock in lieu of cash and the common shares for these dividends.

As of June 30, 2016, Banyan Rail Holdings LLC (“Banyan Holdings”) and Marino Family Holdings LLC owned 2,726,114 and 3,057,778 shares of common stock, respectively.

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. The effective tax rate for the three and six months ended June 30, 2016 and 2015 was 0%. The tax rate differs from the statutory federal rate of 34% primarily due to valuation allowances recorded on the Company’s net operating loss carry forward generated during the period. The Company recorded an operating loss for the quarter and has a recent history of operating losses. After assessing the realization of the net deferred tax assets, we have recorded a valuation allowance of 100% of the value of the net deferred tax assets, as we believe it more likely than not that the Company will not realize operating profits and taxable income so as to utilize all of the net operating losses in the future.

8

Note 7. Earnings (loss) per Share

The Company excluded from the diluted earnings per share calculation 103,750 shares issuable upon conversion of shares of convertible preferred stock that were outstanding at June 30, 2016 and 2015, as their inclusion would be anti-dilutive. In addition, the Company excluded 5,000 stock options, which subsequently expired in July 2016, as of June 30, 2016 and 2015 as their inclusion would be anti-dilutive.

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. The options activity is as follows:

				Weighted  Average			Weighted  Average		Weighted  Average
	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.

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 a month.

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 (an “Acquisition”) during the term of the Support Agreement or within the one year period following the termination of the Support Agreement. Within five days of the closing of any potential Acquisition, Banyan will pay to BEP 2% of the cash purchase price paid by the Company to the seller(s) for the Acquisition.

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.

9

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 shares of common stock as of June 30, 2016 or 6,877,375 shares, if their options are exercised.

Note 10. Subsequent Events

On July 27, 2016, the Company entered into a Demand Note and Loan Agreement (the “Note”) with Boca Equity Partners LLC (“BEP”) providing for draws of up to $250,000. Loans under the Note bear interest at an annual rate of 10% and outstanding principal and interest are due on demand. On July 28, the Company drew $75,000 on the Note to fund working capital requirements. Gary O. Marino, the Company’s chairman of the board, is the chairman, president, and chief executive officer of BEP. Mr. Marino and directors Donald S. Denbo and Paul S. Dennis also hold membership interests in BEP.

On August 8, 2016, the Company issued an aggregate of 220,000 shares of common stock to Donald S. Denbo, Paul S. Dennis, Mark L. Friedman, Gary O. Marino, and Jon D. Ryan as compensation for services as a director in 2016. The Company recorded compensation expense in the amount (included in general and administrative on the Condensed Consolidated Statement of Operations) of $165,000 for the value of their services as of September 30, 2016. The compensation expense is based on the $0.75 a share market price of the Company’s stock at the time of issuance as required by applicable accounting guidance. However, the Company used a per share price of $0.25 in calculating the number of shares to issue to the board members due to: (i) the thinly traded nature of the Company’s stock; and (ii) the shares being unregistered and subject to Rule 144 resale restrictions. The issuance of the shares was 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.

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.

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q 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,” of our 2015 Annual Report on Form 10-K, filed on March 22, 2016. 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:

· successfully raising capital to fund our operations;

· successfully finding an operating entity to acquire;

· complying with SEC regulations and filing requirements applicable to us as a public company; and

· any of our other plans, objectives, expectations and intentions contained in this report that are not historical facts.

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 uncertainties listed above and elsewhere in this report and other documents that we file with the SEC, including our annual 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.

Overview

Banyan Rail Services, Inc. (the “Company”) is a shell company without significant operations or sources of revenues other than its investments. Our management team is aggressively investigating potential operating companies to acquire and additional sources of financing. Currently we are actively seeking acquisitions of leading companies within the transportation and medical office real estate industries throughout North America, but we cannot guarantee we will complete an acquisition in any of these industries. Accordingly, we may explore potential acquisitions in other industries.

Our History

The Company was originally organized under the laws of the Commonwealth of Massachusetts in 1985, for the purpose of investing in mortgage loans. The Company was reorganized as a Delaware corporation in 1987. From 1989 to 1992 the Company experienced severe losses as a result 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% of our outstanding shares held by our largest shareholder at the time. Because members of our new management team have experience with the railroad industry, we began investigating acquisitions of companies in the rail industry. In the spring of 2009, we entered negotiations with the owners of The Wood Energy Group Inc. (“Wood Energy”) to acquire the company. 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. 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.

11

Subsequent Events

Financing

On July 27, 2016, the Company entered into a Demand Note and Loan Agreement (the “Note”) with Boca Equity Partners LLC (“BEP”) providing for draws of up to $250,000. Loans under the Note bear interest at an annual rate of 10% and outstanding principal and interest are due on demand. On July 28, the Company drew $75,000 on the Note to fund working capital requirements. Gary O. Marino, the Company’s chairman of the board, is the chairman, president, and chief executive officer of BEP. Mr. Marino and directors Donald S. Denbo and Paul S. Dennis also hold membership interests in BEP

On August 8, 2016, the Company issued an aggregate of 220,000 shares of common stock to Donald S. Denbo, Paul S. Dennis, Mark L. Friedman, Gary O. Marino, and Jon D. Ryan as compensation for services as a director in 2016. The Company recorded compensation expense in the amount (included in general and administrative on the Condensed Consolidated Statement of Operations) of $165,000 for the value of their services as of September 30, 2016. The compensation expense is based on the $0.75 a share market price of the Company’s stock at the time of issuance as required by applicable accounting guidance. However, the Company used a per share price of $0.25 in calculating the number of shares to issue to the board members due to: (i) the thinly traded nature of the Company’s stock; and (ii) the shares being unregistered and subject to Rule 144 resale restrictions. The issuance of the shares was 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.

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.

12

Critical Accounting Policies and Estimates

The following discussion and analysis of our results of operations and financial condition is based upon our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities, if any, at the date of the financial statements. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. If these estimates differ materially from actual results, the impact on our condensed financial statements may be material.

We review our financial reporting and disclosure practices and accounting policies quarterly to ensure that they provide accurate and transparent information relative to the current economic and business environment. During the six months ended June 30, 2016, there were no significant changes to the critical 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.

Fair Value of Financial Instruments

Recorded financial instruments at 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 are computed based on weighted average shares outstanding during the period. Diluted earnings (loss) per share are 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 preferred stock common stock equivalents.

13

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 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

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.

Results from Operations

The following table summarizes our results for the three and six months ended June 30, 2016 and 2015:

	Six months ended June 30,						Variance						Three months ended June 30,						Variance
	2016			2015			$			%			2016			2015			$			%
General & administrative expenses	$	307,733		$	290,481		$	17,252			5.9	%	$	138,487		$	157,802		$	(19,315	)		12.2	%
Loss from operations		(307,733	)		(290,481	)		17,252			5.9	%		(138,487	)		(157,802	)		19,315			12.2	%
Net loss	$	(307,733	)	$	(290,481	)	$	(17,252	)		5.9	%	$	(138,487	)	$	(157,802	)	$	19,315			12.2	%

General and Administrative Expenses

General and administrative expenses include: compensation, professional fees and costs related to being a public company.

For the six months ended June 30, 2016, costs increased $17,252 or 5.9% compared to the six months ended June 30, 2015.

The overall increase in general and administrative costs is primarily due to:

· An increase in pursued deal costs of approximately $10,000,

· An increase in payroll of $18,000,

· An increase in printing costs of $4,000,

· Offset by decrease in professional fees of approximately $12,000, and

· A decrease in stock transfer agent fees.

For the three months ended June 30, 2016, costs decreased $19,315 or 12.2% compared to the three months ended June 30, 2015.

The overall increase in general and administrative costs is primarily due to:

· A decrease in office expense of $13,000,

· A decrease in travel expenses of $10,000,

14

· A decrease in stock transfer agent expense of $10,000,

· A decrease in professional fees of approximately $3,000,

· A decrease in stock transfer agent fees,

· Offset by an increase in pursued deal costs of approximately $10,000, and

· An increase in payroll of $11,000.

Income Tax Expense

A valuation allowance offsets net deferred tax assets for which future realization is considered to be less likely than not. A valuation allowance is evaluated by considering all positive and negative evidence about whether the deferred tax assets will be realized. At the time of evaluation, the allowance can be either increased or reduced. A reduction could result in the complete elimination of the allowance, if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required.

The Company recorded an operating loss for the quarter, and has a recent history of operating losses. After assessing the realization of the net deferred tax assets, we have recorded a valuation allowance of 100% of the value of the net deferred tax assets as we currently believe it more likely than not that the Company will not realize operating profits and taxable income so as to utilize all of the net operating losses in the near future.

Net (Loss) Income

Net loss attributable to common stockholders was $0.02 and $0.03 per share for the three and six months ended June 30, 2016 as compared to net loss of $0.02 and $0.04 per share June 30, 2015. The change was primarily the result of an increase the weighted average number of common shares outstanding during the periods respectively.

Financial Condition and Liquidity

Our cash balance at June 30, 2016 and 2015 was $61,420 and $490,604, respectively.

The following is a summary of our cash flow activity:

	Six months Ended June 30,
	2016			2015
Net cash used in operating activities	$	(265,962	)	$	(342,797	)
Net cash from financing activities	$	-		$	431,000

Net cash used in operating activities

For the six months ended June 30, 2016, cash used in operating activities was $265,962 as compared to $342,797 for the six months ended June 30, 2015. The primary use of cash was to fund the normal operating activities of the Company.

Net cash provided by financing activities

For the six months ended June 30, 2016, the Company had no financing activities. For the six months ended June 30, 2015, net cash provided by financing activities was $431,000, which was provided by the sale of common stock.

At June 30, 2016, the Company had net working capital deficit of $302,883 as compared to net working capital of $27,476 at December 31, 2015. The decrease in working capital is the result of normal operations of the Company in 2016. The Company recognizes that as a result of the lack of operations and cash flow that it will have to rely upon sales of stock or future capital contributions from investors to generate cash flow for the foreseeable future.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements.

15

How to Learn More About Banyan

We file annual, quarterly and current reports and other information with the SEC. Our SEC filings are available to the public on the internet at the SEC’s web site at SEC.gov. To learn more about Banyan you can also contact our Chairman, Gary O. Marino, at 561-988-8480.

Item 4. Controls and Procedures

Under the direction of our chief executive officer and chief financial officer, management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2016. Further, there have been no changes in our internal control over financial reporting during the quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).

Part II — Other Information

Item 1. Legal Proceedings

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 5. Other Information

For information regarding recent significant events, please turn to “Subsequent Events” on page 12.

Item 6. Exhibits

31.1*	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document *
101.SCH	XBRL Schema Document *

16

101.CAL	XBRL Calculation Linkbase Document *
101.DEF	XBRL Definition Linkbase Document *
101.LAB	XBRL Label Linkbase Document *
101.PRE	XBRL Presentation Linkbase Document *
*	Filed herewith

17

Signatures

In accordance with the requirements of the Securities Exchange Act of 1934, Banyan Rail Services Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Banyan Rail Services Inc.
Date: August 12, 2016	/S/ Jon Ryan
	Jon Ryan,
	President, Chief Executive Officer and Chief Financial Officer
	(Principal Financial and Accounting Officer)

18

EX-31.1

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of

Principal Executive Officer Pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

I, Jon Ryan, certify that:

1.          I have reviewed this quarterly report on Form 10-Q of Banyan Rail Services Inc.;

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2016

/S/ Jon Ryan

Jon Ryan

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of

Principal Financial Officer Pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

I, Jon Ryan, certify that:

1.          I have reviewed this quarterly report on Form 10-Q of Banyan Rail Services Inc.;

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2016	/S/ Jon Ryan
	Jon Ryan
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to 18. U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Banyan Rail Services Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2016 (the “Report”) filed with the Securities and Exchange Commission on the date hereof, I, Jon Ryan, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)          The Report fully complies with the requirements of § 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ Jon Ryan

Jon Ryan

Chief Executive officer and Chief Financial Officer

August 12, 2016

XML

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	2016
Document Fiscal Period Focus	Q2
Entity Registrant Name	Banyan Rail Services Inc.
Entity Central Index Key	0000764897
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	BARA
Entity Common Stock, Shares Outstanding		10,347,235

XML

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

XML

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

XML

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)

XML

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

XML

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

XML

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) The Company’s ability to continue on a going-concern basis is dependent upon, among other things, raising capital and finding an operating business to acquire, and other factors, many of which are beyond our control.

XML

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.

XML

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 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

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.

XML

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 and incurred negative cash flows from operating activities of $265,962. 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, make 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, the percentage ownership of current Banyan shareholders will be diluted.

XML

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 and $51,875, respectively. During 2012, due to the lack of cash flow, the Company offered to pay the accrued dividends in common stock in lieu of cash. In February of 2016, we issued 29,856 shares of common stock in lieu of $29,250 of cash dividends for dividends accrued through December 31, 2015. Substantially all preferred shareholders accepted the common stock in lieu of cash and the common shares for these dividends.

As of June 30, 2016, Banyan Rail Holdings LLC (“Banyan Holdings”) and Marino Family Holdings LLC owned 2,726,114 and 3,057,778 shares of common stock, respectively.

XML

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. The effective tax rate for the three and six months ended June 30, 2016 and 2015 was 0%. The tax rate differs from the statutory federal rate of 34% primarily due to valuation allowances recorded on the Company’s net operating loss carry forward generated during the period. The Company recorded an operating loss for the quarter and has a recent history of operating losses. After assessing the realization of the net deferred tax assets, we have recorded a valuation allowance of 100% of the value of the net deferred tax assets, as we believe it more likely than not that the Company will not realize operating profits and taxable income so as to utilize all of the net operating losses in the future.

XML

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 shares issuable upon conversion of shares of convertible preferred stock that were outstanding at June 30, 2016 and 2015, as their inclusion would be anti-dilutive. In addition, the Company excluded 5,000 stock options, which subsequently expired in July 2016, as of June 30, 2016 and 2015 as their inclusion would be anti-dilutive.

XML

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. The options activity is as follows:

			Weighted Average		Weighted Average		Weighted Average
	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.

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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 a month.

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 (an “Acquisition”) during the term of the Support Agreement or within the one year period following the termination of the Support Agreement. Within five days of the closing of any potential Acquisition, Banyan will pay to BEP 2% of the cash purchase price paid by the Company to the seller(s) for the Acquisition.

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 shares of common stock as of June 30, 2016 or 6,877,375 shares, if their options are exercised.

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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”) with Boca Equity Partners LLC (“BEP”) providing for draws of up to $250,000. Loans under the Note bear interest at an annual rate of 10% and outstanding principal and interest are due on demand. On July 28, the Company drew $75,000 on the Note to fund working capital requirements. Gary O. Marino, the Company’s chairman of the board, is the chairman, president, and chief executive officer of BEP. Mr. Marino and directors Donald S. Denbo and Paul S. Dennis also hold membership interests in BEP.

On August 8, 2016, the Company issued an aggregate of 220,000 shares of common stock to Donald S. Denbo, Paul S. Dennis, Mark L. Friedman, Gary O. Marino, and Jon D. Ryan as compensation for services as a director in 2016. The Company recorded compensation expense in the amount (included in general and administrative on the Condensed Consolidated Statement of Operations) of $165,000 for the value of their services as of September 30, 2016. The compensation expense is based on the $0.75 a share market price of the Company’s stock at the time of issuance as required by applicable accounting guidance. However, the Company used a per share price of $0.25 in calculating the number of shares to issue to the board members due to: (i) the thinly traded nature of the Company’s stock; and (ii) the shares being unregistered and subject to Rule 144 resale restrictions. The issuance of the shares was 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.

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.

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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 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

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.

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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 Average		Weighted Average		Weighted Average
	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	$	-

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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%

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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)

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Preferred Stock and Common Stock - Additional Information (Details)	3 Months Ended	6 Months Ended
	Jun. 30, 2016 USD ($) shares	Jun. 30, 2016 USD ($) 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

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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%

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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

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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

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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

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Related Party Transactions - Additional Information (Details)	6 Months Ended
	Jun. 30, 2016 USD ($) 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%

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Subsequent Events - Additional Information (Details) - Subsequent Event [Member] - USD ($)		1 Months Ended
	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