U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
-------------- ------------------
Commission File No. 0-26065
BANYAN CORPORATION
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 84-1346327
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
4740 Forge Rd., Bldg. 112, Colorado Springs, Colorado 80907
------------------------------------------------------------
(Address of Principal Executive offices)
(719) 531-5535
--------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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 No X
------- -------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding at August 18, 1999
----- ----------------------------
Common Stock, no par value 10,031,101
<PAGE>
Transitional Small Business Disclosure Form (check one):
Yes No X
-------- --------
BANYAN CORPORATION
TABLE OF CONTENTS
FORM 10-QSB
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements, Unaudited
Unaudited Consolidated Balance Sheets
at June 30, 1999
Unaudited Consolidated Statement of Operations
for the three months ended
June 30, 1999 and 1998
Unaudited Consolidated Statement of Cash Flow for the
three months ended June 30, 1999 and 1998
Notes to Unaudited Consolidated Financial Statements
Item 2. Management's Discussion and Analysis or
Plan of Operation
PART II
OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
Item 6. Exhibits and Reports on Form 8-K
Signatures
Exhibits
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
BANYAN CORPORATION
COSOLIDATED BALANCE SHEET
(unaudited)
ASSETS
June 30, 1999 March 31, 1999
-------------- ---------------
Current assets:
<S> <C> <C>
Cash $ 16,838 $ 14,409
Accounts receivable 68,371 60,821
Inventory 44,128 43,775
Prepaid expenses 7,261 4,914
-------------- ---------------
136,598 123,919
-------------- ---------------
Furniture and fixtures:
Office furniture and equipment 11,921 11,921
Equipment and tooling 7,594 5,648
Less accumulated depreciation 16,485 16,295
-------------- ---------------
3,030 1,274
-------------- ---------------
Other assets:
Development costs 36,211 25,519
Trademarks and licenses, net of
Accumulated amortization of
$55,690 and $52,759, respectively 29,365 32,296
Investment in Anything Internet Corp. 33,430 35,287
Note receivable 75,000
Other 4,700 4,700
-------------- ---------------
178,706 97,802
-------------- ---------------
$ 318,334 $ 222,995
============= ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BANYAN CORPORATION
CONSOLIDATED BALANCE SHEET
(unaudited)
LIABILITIES AND STOCKHOLDERS' DEFICIT
June 30, 1999 March 31, 1999
------------- --------------
Current liabilities:
<S> <C> <C>
Accounts payable $ 86,311 $ 82,621
Accrued salaries and related expenses 38,076 88,992
Accrued interest 227,847 225,031
Notes payable 105,234 105,234
------------- --------------
457,468 501,878
------------- --------------
Stockholders' equity:
Preferred stock, Class A, no par value;
500,000 shares authorized;
187,190 issued and outstanding 334,906 334,906
Common stock, Class A, no par value;
50,000,000 shares authorized;
9,691,804 and 9,301,107 issued
and outstanding, respectively 3,185,919 2,956,117
Common stock subscribed (349,112 shares) 167,233 190,000
Stock subscription receivable (167,233) (190,000)
Accumulated deficit (3,659,959) (3,569,906)
------------- --------------
(139,134) (278,883)
------------- --------------
$ 318,334 $ 222,995
============= ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BANYAN CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
- Three Months Ending - - Six Months Ending -
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
------------ ------------ ------------ ------------
unaudited unaudited unaudited unaudited
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Sales $ 33,304 $ 41,869 $ 64,341 $ 100,355
Cost of sales 11,487 26,763 24,930 78,172
------------ ------------ ------------ ------------
Gross profit 21,817 15,106 39,411 22,183
Selling, general and
administrative expenses 110,920 74,647 184,806 170,831
(Loss) from operations (89,103) (59,541) (145,395) (148,648)
Other income (expense):
Interest expense (2,808) (4,783) (5,605) (16,509)
(Loss) on sale of assets - - - (236)
Equity loss in
Anything Internet Corp. - - (9,895) -
Income (loss) before
provisions for income taxes (91,911) (64,324) (160,895) (165,393)
Provision for income taxes - - - -
------------ ------------ ------------ ------------
Net income (loss) ($91,911) ($64,324) ($160,895) ($165,393)
============ ============ ============ ============
Earnings per share
(weighted) ($0.01) ($0.01) ($0.02) ($0.03)
============ ============ ============ ============
Weighted average number of
common shares outstanding 9,496,455 7,735,129 9,428,537 6,590,128
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BANYAN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
- Three Months Ending -
June 30, 1999 June 30, 1998
----------- -----------
unaudited unaudited
----------- -----------
Cash flows from operating
activities:
<S> <C> <C>
Net operating deficit ($91,911) ($64,324)
Adjustments to
Reconcile net loss to
net cash provided:
Depreciation and
Mortgage expense 6,835 3,231
Accounts receivable (7,550) 22,147
Inventory and prepaid
Expenses (2,700) (9,025)
Accounts payable
and accrued (44,409) (22,953)
expenses -------- ---------
Net cash used by
Operations (139,735) (70,924)
-------- ---------
Cash flow from financing
activities:
Proceeds from issuance of
Common stock 229,802 16,000
Purchase of fixed assets (1,946) -
Sale of fixed assets - 2,000
Sale of marketable security - 16,329
Increase in capitalized
Development costs (10,692) -
Increase in notes
Receivable (75,000) 10,000
Payments of notes payable - 3,032
Net cash provided by -------- ---------
Financing activities 142,164 47,361
Net increase (decrease)
in cash 2,429 (23,563)
Cash at beginning of the
period 14,409 29,385
-------- ---------
Cash at end of the period $ 16,838 $ 5,822
======== ==========
</TABLE>
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Banyan Corporation ("Banyan", the "Company"), was incorporated in the State of
Oregon on June 13, 1978. The Company manufactures and distributes hard carrying
cases for portable notebook computers and data storage devices. The Company's
principal markets consist of wholesale and retail sellers of computers and
related devices throughout the United States.
Principles of consolidation
- -----------------------------
The accompanying consolidated financial statements include the accounts of
Banyan Corporation and its wholly owned subsidiary, DoubleCase Corporation. All
intercompany accounts and transactions have been eliminated in consolidation.
Use of estimates
- ------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Income tax
- -----------
Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss
carryforwards and deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
Cash and cash equivalents
- ----------------------------
The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
Net income (loss) per share
- -------------------------------
The net income (loss) per share is computed by dividing the net income (loss) by
the weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon conversion of the Company's preferred
stock are not included in the computation if the effect of such inclusion would
be anti-dilutive and would increase the earnings or decrease loss per share.
<PAGE>
Inventory
- ---------
Inventory consists of raw materials and consigned finished goods. Inventories
are valued at the lower of cost or market using the first-in, first-out (FIFO)
method.
Property and equipment
- ------------------------
Property and equipment are recorded at cost and depreciated under accelerated
methods over an estimated life of five to seven years.
Other assets
- -------------
Product licenses and trademarks are recorded at cost and amortized based on the
straight line method over five to ten years.
Accounts receivable
- --------------------
The Company reviews accounts receivable periodically for collectibility and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary. As of June 30, 1999 the balance in allowance for doubtful
accounts was $1,424.
Products and services, geographic areas, and major customers
- -------------------------------------------------------------------
All Company sales were derived from a similar product line and were to external
customers. The Company sells to domestic, Canadian and European customers, and
one customer accounted for over 10% of its sales. The Company's long term assets
are all held domestically.
Revenue recognition
- --------------------
The Company recognizes revenue when a product is shipped to a customer.
AICPA Statement of Position 98-5
- ------------------------------------
Effective January 1, 1999 the Company has adopted the AICPA Statement of
Position ("SOP") 98-5, which requires nongovernmental entities to expense
startup costs as incurred. The adoption by the Company of SOP 98-5 is not
expected to have a material impact on the Company's financial statements.
NOTE 2. EQUITY INVESTMENT
On August 22, 1998 Banyan Corporation purchased 1,000,000 common shares of
Anything Internet Corporation, a marketer of wholesale and retail products over
the Internet, in exchange for 200,000 common shares of Banyan. The purchase
represented 35.7% of the outstanding common stock of Anything Internet
Corporation, and was recorded by Banyan at cost of $86,629. Banyan's net equity
in the investment was $49,485, resulting in a differential between cost and
equity of $37,144. This difference is amortized over a five year period on a
straight line basis, with accumulated amortization netted against the Company's
<PAGE>
investment balance. At December 31, 1998, Anything Internet Corporation had
200,000 common stock purchase warrants outstanding which, if exercised by the
holders, would reduce Banyan's common stock ownership in Anything Internet
Corporation to approximately 24%. As of December 31, 1998, Banyan owned 26% of
the outstanding common stock of Anything Internet Corporation, and accounts for
its investment under the equity method.
A pro forma statement of operations for the year ended December 31, 1998,
showing Banyan Corporation and Anything Internet Corporation are include as part
of these Notes to Consolidated Financial Statements. Financial Statements for
the period ending June 30, 1999 are not included as this represents the end of
Anything Internet Corporation's fiscal year and that company has not released
their financial data at the time this report was prepared.
NOTE 3. LEASE COMMITMENT
Effective May 1, 1998, DoubleCase Corporation entered into a lease agreement for
office and warehouse space; the lease agreement is for a period of twelve months
and can be renewed for an additional twelve months at the then current monthly
rental rate plus 3%. Lease expense incurred for the year ended December 31, 1998
and the six months ended June 30, 1999 was $33,017 and $6,696 respectively.
NOTE 4. INCOME TAXES
Deferred income taxes arise from the temporary differences between financial
statement and income tax recognition of net operating losses. These loss
carryovers are limited under the Internal Revenue Code should a significant
change in ownership occur.
At December 31, 1998 the Company had approximately $3,000,000 of unused federal
net operating loss carryforwards, which begin to expire in the year 2005. A
deferred tax asset has been offset by a 100% valuation allowance. The Company
accounts for income taxes pursuant to SFAS 109. The components of the Company's
deferred tax assets and liabilities are as follows:
<PAGE>
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------- --------------
<S> <C> <C>
Deferred tax liability $ - $ -
Deferred tax asset arising from:
Net operating loss carryforwards 1,288,347 1,235,776
------------- --------------
1,288,347 1,235,776
Valuation allowance (1,288,347) (1,235,776)
------------- --------------
Net Deferred Taxes $ - $ -
The income tax (benefit)consists of the following:
Current:
Federal $ - $ -
State - -
------------- --------------
Deferred: ($44,526) ($169,388)
Federal (8,045) (24,912)
State ------------- --------------
($52,571) ($194,311)
</TABLE>
No difference exists between these amounts and amounts computed at federal and
state statutory rates. The net change in 1998 in the total valuation allowance
was $194,31 1 and $52,571 for the first six months of 1999.
NOTE 5. NOTES PAYABLE
At June 30, 1999 the Company had the following notes payable outstanding:
Related party notes payable,
unsecured, interest from 6% to 12% per annum,
maturing April 1, 2000 $38,647
Related party note payable,
secured by all inventory, furniture, equipment,
and accounts receivable, interest
at 10% per annum, maturing April 1, 2000 66,587
Total notes payable 105,234
Less current portion ( -)
Long term notes payable $105,234
The schedule of maturities by fiscal year for all notes outstanding is as
follows
Years ending December 31,
1999 $ -
2000 105,234
- -------------------------
Total $105,234
<PAGE>
The fair value of the Company's long term notes payable is estimated based on
the current rates offered to the Company for debt of the same remaining
maturity. At June 30, 1999, the fair value of the notes payable approximated the
amount recorded in the financial statements.
NOTE 6. STOCKHOLDERS' EQUITY
Common stock
- -------------
The Company as of June 30, 1999 and December 31, 1998 had 50,000,000 shares of
authorized
Class A common stock, no par value, with 9,691,804 and 9,292,699 shares issued
and outstanding respectively.
Preferred stock
- ----------------
The Company as of June 30, 1999 and December 31, 1998 had 500,000 shares of
authorized Class A preferred stock, no par value, with 187,190 shares issued and
outstanding at each date. The Company has the right at any time, to call any or
all preferred Class A shares at a price of $2.75 per share. Each Class A
preferred share is convertible by the record owner into one share of the
Company's Class A common stock at any time prior to redemption upon notice to
the Company.
Stock options
- --------------
In July and August, 1998, the Company granted stock options, exercisable
immediately, to certain officers of Anything Internet Corporation and to a
consulting company as compensation for services, to purchase common shares of
Banyan Corporation as follows:
<TABLE>
<CAPTION>
Amount Price/share Expiration date
<C> <C> <S>
100,000 shares $ 0.50 August 31, 1999
100,000 shares $ 1.00 August 31, 1999
100,000 shares $ 2.00 August 31, 2000
37,500 shares $ 0.40 August 1, 2001
100,000 shares $ 0.80 August 1, 2001
100,000 shares $ 1.20 August 1, 2001
</TABLE>
The Company accounts for the fair value of its option grants in accordance with
SFAS 123. The Company has set no specific limits on the amount of options it may
issue for services, and the maximum term of any one of the options is three
years. The fair value of each option is estimated on the date of grant using the
Black Scholes option pricing model with the following weighted average
assumptions used for grants in 1998: no dividend yield, expected volatility of
215%, risk free rate of 5%, and an expected life of 2.26 years. The Company
recorded $2,066 in compensation expense under these grants in 1998.
Incentive stock option plan
- ------------------------------
As part of an overall executive compensation program, the Company has adopted a
tax qualified incentive stock option plan. The plan which is set to expire
September 18, 2005 unless extended by the directors, allows eligible employees
to receive options to acquire Class A common stock of the Company at a price
equivalent to 95% of the fair market value of the stock on the date the option
<PAGE>
is granted. Each option granted will become exercisable over a ten year period
unless the optionee owns IO% or more of the stock of the Company, in which case
the option is exercisable over a five year period. The ability to exercise the
options vests at a rate of 20% per year. As of October 10, 1996, 105,345 shares
of Class A common stock of the Company have been reserved for sale through the
plan. Options to acquire 11,154 shares were outstanding (with 6,692 being
exercisable) on June 30, 1999, at an exercise price of $0.05 per share. The fair
value of each option is estimated on the date of grant using the Black Scholes
option pricing model with the following weighted average assumptions used for
grants in 1995: no dividend yield, expected volatility of 263%, risk free rate
of 5%, and an expected life of 5 years. The Company recorded $1,256 in
compensation expense under these grants in 1998. The plan provides that the
number of shares issuable upon exercise as well as the exercise price will not
be adjusted for any post offering split or any other change in the overall
capitalization of the Company.
A summary of the status of the Company's stock options as of June 30, 1999, and
changes during the year ending on that date is presented below:
<TABLE>
<CAPTION>
June 30, 1999
--------------------------
Weighted Avg.
Options Shares Exercise Price
------- --------- ---------------
<S> <C> <C>
Outstanding at beginning of period 11,154 $ 0.05
Granted 537,500 $ 1.05
Exercised - -
Forfeited - -
------- ------
Outstanding at end of period 548,654 $ 1.05
Options exercisable at period end 544,192
Weighted average fair value of
Options granted during the
Period $ 0.95
</TABLE>
The following table summarizes information about stock options outstanding at
June 30, 1999.
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------- -------------------
Weighted Weighted
Range of Number Weighted Avg. Avg. Number Avg.
Exercise Outstanding Remaining Exercise Exercisable Exercise
Prices at 6/30/99 Contractual Life Price at 6/30/99 Price
- ----------- ----------- ---------------- --------- ----------- --------
<S> <C> <C> <C> <C> <C>
0.05-$2.00 548,654 19.54 months $ 1.05 544,192 $ 1.04
</TABLE>
On November 15, 1996, the Board of Directors approved a rights offering to
stockholders of record on December 6, 1996. Each right allowed a shareholder to
acquire two shares of common stock for $0.125 per share. The terms of the
<PAGE>
offering provided that the number of shares issuable upon exercise as well as
the exercise price would not be adjusted for any post offering stock splits or
any other change in the overall capitalization of the Company. The rights were
offered for $0.01 per right. Of the 2,449,609 rights that were issued, 2,005,401
were exercised and exchanged for 4,010,802 new shares of Class A common stock,
including 1,378,000 shares in 1997 and 2,632,802 shares in 1998.
NOTE 7. CONTINGENCIES
An officer of the Company is currently under indictment in U.S. District Court,
Southern District of New York for certain alleged securities violations
occurring in 1996. No allegations have been made against the Company. The
eventual effect of these proceedings, if any, on the Company's business
undertakings is unknown at the present time.
Item 2. Management's Discussion and Analysis or Plan of Operation
Six Months Ending June 30, 1999 Compared to Six Months Ending June 30, 1998
Net sales for the six months ending June 30 of $64,341 were down 35.9% from the
same period in 1998. This reduction reflects the impact of reduced advertising
expenditures in 1998 and during this period in 1999. Without a strong
advertising presence in the market, the Company's sales decline rapidly because
most sales are generated from new customers.
Gross margins improved to 61.4% reflecting the continuing results of efforts to
minimize manufacturing expenses. Selling, general and administrative expenses
increased 8.2% for the period reflecting the impact of increased marketing
expenditures during the second quarter and increased accounting and legal
expenses incurred to comply with certain governmental regulations. Interest
expense for the six month period of $5,605 is about one third of the amount
incurred during the same period in 1998. This reduction is the result of
shareholders converting notes payable into common stock through a private
placement offering in 1998.
Additionally, the first half of 1999 includes the Company's share of the loss of
Anything Internet Corporation. During the same period in 1998 the Company had
not acquired its minority interest and therefore no profit or loss was incurred.
Because of the impact of the equity losses of Anything Internet Corporation, the
Company's investment in this company has been written down to the unamortized
portion of the differential between the cost and equity acquired in the purchase
of Anything Internet Corporation stock.
Three-Months Ending June 30, 1999 Compared to Three-Months Ending June 30, 1998
Sales for the second quarter of 1999 of $33,304 were down 20.4% from the same
period in 1998. The reduction in sales was caused by the continuing effects of
reduced advertising expenditures and the resulting impact on new orders
received. The net loss for the second quarter was $91,911, an increase of
$27,587 over the loss for the same period in 1998.
Gross margin for the three month period was 65.5% , a significant improvement of
the same period in 1998 as the Company's efforts to reduce costs continue to be
realized. These improvements are not expected to continue as the Company has
realized the full benefits of its efforts.
Sales, general and administrative costs for the three month period in 1999 were
$110,920, and increase of $36,273 over the same period last year. This increase
<PAGE>
in expenses reflect the impact of increased legal and accounting expenditures to
comply with certain government regulations and increased marketing expenses
designed to improve sales in late 1999 and the year 2000.
Liquidity and Capital Resources
Despite the increased losses in the second quarter, 1999, Company was able to
improve its overall liquidity through sales of common stock and receipts of
monies due on common stock subscription agreements. During the second quarter
working capital was increased by $60,089. At the end of June 1999, the Company's
cash and marketable securities were $16,838. During the first half of 1999
accounts receivable have increased 44.0% to $68,371 reflecting the change in
customer base from individual buyers to wholesale distributors. Distributors
generally require at least 90 days for payments while individuals purchase with
credit cards. During this period the Company also loaned $75,000 to Anything
Internet Corporation and accrued salaries and related costs were reduced by
$47,477 to $38,076 as the Company paid some of the salary deferred in the
mid-1990's to one of its employees.
During the three months ending June 30, 1999 the Company received $229,802 from
the sales of common stock and common stock subscriptions. For the six month
period ending June 30, 1999, these proceeds amounted to $279,802.
The Company anticipates making significant investments in the future to support
its overall growth and to substantially increase its product offerings. At the
current time the Company intends to fund this growth from the sale of Anything
Internet Corporation stock.
Year 2000 Compliance
Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. These date code fields
will need to accept four digit entries to distinguish 21st century dates from
20th century dates. This could result in system failures or miscalculations
causing disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices or engage in similar normal
business activities. As a result, many companies' software and computer systems
may need to be upgraded or replaced in order to comply with such "Year 2000"
requirements. The Company utilizes third-party equipment and software that it
believes is Year 2000 compliant, which include Year 2000 compliant BIOS
technology, operating systems and mission critical software. The Company has
conducted an audit of its third-party suppliers and distributors, namely Ingram
Micro, as to the Year 2000 compliance of their systems and is satisfied their
critical systems are Year 2000 compliant. The Company does not believe it will
incur significant costs in order to comply with Year 2000 requirements.
However, failure of the Company's internal computer systems or of such
third-party equipment or software, or of systems maintained by the Company's
suppliers, to operate properly with regard to the Year 2000 and thereafter could
require the Company to incur unanticipated expenses to remedy any problems. The
Company anticipates in a worst case scenario it would replace its entire
computer network at an estimated cost of less than $15,000.
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
In the second quarter the Company received $104,803 as payment for common
stock subscribed, but unpaid for, at the end of the quarter ending March 31,
1999. The price of the shares was adjusted for the reduced market value of the
stock in accordance with the purchase and sale agreements. In addition, the
<PAGE>
Company sold 187,942 shares of its Class A common stock for $125,000 to a
non-affiliate. The Company also has issued 187,942 shares of its Class A common
stock under a subscription agreement for $125,000 to a non-affiliate. The
selling price amount will be adjusted for changes in the market value of the
stock in 60 days from the date of the agreement. All shares issued during the
quarter ending June 30, 1999,
were offered without registration under the Securities Act of 1933, as amended,
and were offered in reliance upon the exemptions from registration provided by
Rule 504 of Regulation D thereunder as a transaction not involving a public
offering and an accredited investor.
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
--------
27.1 Financial Data Schedule
(B) Reports on Form 8-K
----------------------
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Banyan Corporation
(Registrant)
Dated: August 18, 1999 By: /s/ Cameron B. Yost
---------------------------
Cameron B. Yost
President and CEO
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 16838
<SECURITIES> 0
<RECEIVABLES> 143371
<ALLOWANCES> 0
<INVENTORY> 44128
<CURRENT-ASSETS> 136598
<PP&E> 19515
<DEPRECIATION> 16485
<TOTAL-ASSETS> 318334
<CURRENT-LIABILITIES> 457468
<BONDS> 0
<COMMON> 3185919
0
334906
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 318334
<SALES> 33304
<TOTAL-REVENUES> 33304
<CGS> 11487
<TOTAL-COSTS> 110920
<OTHER-EXPENSES> 2808
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (91911)
<INCOME-TAX> (91911)
<INCOME-CONTINUING> (89103)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (91911)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
