Note 10 - Related Party Relations and Transactions

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

Note

10.

Related Part

ies

and Transactions

Gary O. Marino, the Company

’s chairman of the board, is the chairman, president, and chief executive officer of Boca Equity Partners LLC (“BEP”), Patriot Equity LLC (“Patriot”), Banyan Medical Partners LLC (“BMP”), and Banyan Surprise Plaza LLC (“BSP”). Mr. Marino owns

100%

of Patriot, Patriot owns

100%

of BMP and BSP through and along with other wholly owned subsidiaries. Mr. Marino, Mr. Paul S. Dennis, a member of the Company's board of directors

, and Mr. Donald S. Denbo, a member of the Company's board of directors, also hold membership interests in BEP.

During

2016,

the Company established BMP, and certain other subsidiaries wholly-owned by BMP. The

Company formed these entities to acquire medical office buildings in the United States. The Company was unable to raise the capital needed to consummate the

first

medical building opportunity. On

March 9, 2017,

the Company sold BMP and BMP’s wholly-owned subsidiaries to Patriot. The selling price was

$277,756

in the form of BMP assuming a portion of the Company’s note payable balance due to BEP. The consideration of

$277,756

was used to recoup the

$110,000

in property deposits as of

December 31, 2016

and reimbursement of

$117,756

of other

2016

and

2017

expenses incurred by the Company on behalf of BMP. This reimbursement of expenses is offset in general and administrative expenses.

On

July 27, 2016,

the Company entered into a Demand Note and Loan Agreem

ent (the “Note”) with BEP providing for draws of up to

$250,000.

Loans under the Note bore interest at an annual rate of

10%

and outstanding principal and interest were due on demand. This Note was cancelled and terminated on

December 31, 2016

when the Company entered into a new Demand Note and Loan Agreement (the “New Note”) with BEP for

$471,826.

The New Note represents advances from BEP under the New Note, payments made since the date of the New Note and interest accrued thereon. The New Note bore interest at the rate of

10%

per annum and is payable upon demand. BEP

may,

but is

not

required to, make advances to the Company as the Company

may

from time to time request. The New Note including accrued interest was paid in full

May 31, 2017.

The Note remains available to the Company to draw upon.  

On

June 8, 2017,

MedAmerica entered into an office lease and administrative support agreement (the “

Agreement”) with BEP. The Agreement has a month-to-month term commencing on

June 1, 2017.

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

$15,000

a month. The Agreement replaces the

February 3, 2017

office lease and administrative support agreement between the Company and BEP and includes additional general office and administrative staff support services. Total expense incurred under these agreements amounted to

$138,025

and

$99,687

for the years ended

December 31, 2017

and

2016,

respectively.

On

June 14, 2017,

the Company entered into a letter of intent with Patriot to reacquire all of the capital units of BMP from Patriot, for

$9,536,582

which is the purchase price of the Medical Office Building. The letter of intent in non-bindi

ng, provides for a

ninety

-day exclusive diligence period, and is contingent upon the Company obtaining financing to complete the acquisition. The letter of intent was extended to

December 15, 2017

at which time it expired. The Company has

no

current plans to further pursue this acquisition.

The Company

’s directors have

not

received cash compensation for their services in

2017

or

2016

but were compensated with common stock and stock options. See footnote

6

Preferred Stock and Common Stock and footnote

9

 Stock Based Compensation for further discussion. In the

third

quarter of

2017,

the Company hired a new president and chief executive officer and a new chief financial officer who are husband and wife. Also, in the

third

quarter of

2017,

the Company issued

15,000

common stock options to the president and CEO and

45,000

shares to other board members and officers. The related stock compensation was

not

material.

As of

December 31, 2017,

the Company’s board of directors and officers beneficially own

828

,060

shares of the Company’s common stock or

31.72%

of the outstanding common stock. Included in the

828,060

shares is

91,

348

shares owned by Banyan Rail Holdings LLC and

351,966

shares owned by Marino Family Holdings LLC.  

Paul Dennis, director and interim

president, interim chief executive officer and interim chief financial officer participated in the

2017

Private Placement investing

$150,000

for

100,000

shares of common stock.