SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
Commission File Number 0-26065
BANYAN CORPORATION
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(Exact name of registrant as specified in Its charter)
Oregon 84-1346327
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(State or other jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
4740 Forge Rd., Bldg. 112, Colorado Springs, Colorado 80907
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(Address of Principal Executive offices) (Zip Code)
Registrant's telephone number, with area code: (719) 531-5535
Securities registered pursuant to.Section 12(b) of the Act:
None
Securities registered pursuant to.Section 12(g) of the Act:
Common stock of $.001 par value per share
Indicate by, 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 twelve 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 X No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B in this form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X
State Issuer's Revenues for its most recent fiscal year. $-0-
Aggregate market value of the voting stock held by non-affiliates of registrant:
$584,000.00 as of December 31, 1999
Number of shares outstanding as of December 31, 1999: 11,900,000.
Documents incorporated by reference: Exhibits contained in the Company's
Form 10-SB submitted on May 14, 1999 and Amendments thereto, submitted on August
16, 1999, October 27, 1999, January 12, 2000, and April 3, 2000; and the
entirety of the Company's Forms 8-Ks dated April 3, 2000, March 24, 20000, and
January 12, 2000.
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Part I.
Item 1 DESCRIPTION OF BUSINESS
ORGANIZATION AND CHARTER AMENDMENTS
Banyan Corporation (the "Company") was organized under the laws of Oregon
on June 13, 1978 under the name Omni-Tech International Corporation to acquire
the exclusive licensing rights to an aluminum analyzing process and to an oil
absorbent material made from wood fibers.
The initial amount of authorized capital was $50,000 consisting of
5,000,000 shares of Common Stock, $0.01 par value. A copy of the Company's
initial Articles of Incorporation is attached hereto and is incorporated by
reference. See Part III, Item 1.
On August 25, 1981, the Company's Articles of Incorporation were restated.
The purposes of the amendment were to: 1) add a specific purpose to the
corporate charter (Article 3.1), 2) to establish a second class of capital stock
consisting of 2,787,500 shares (Article 4), 3) to allow action by a majority of
shareholders in writing without the need for a shareholders' meeting (Article
5), 4) to eliminate cumulative voting for the election of directors (Article 6)
and 5) to allow the Board of Directors acting through the by-laws to change the
number of directors (Article 7). A copy of the Company's restated Articles of
Incorporation is attached hereto and is incorporated by reference. See Part III,
Item 1.
On February 28, 1988, the Company's Articles of Incorporation were amended.
The purpose of the amendment was: 1) to change the name of the corporation from
Omni-Tech International Corporation to Interactive Data Vision, Inc. (Article
1), 2) to name a new director, Clyde Feyrer (Article III), and 3) to change the
authorized capital stock to 50,000,000 shares of Class A common stock having no
par value, 10,000,000 Class B common stock having no par value, and 10,000,000
shares of preferred stock having no par value. A copy of the Company's Articles
of Amendment is attached hereto and is incorporated by reference. See Part III,
Item 1.
On February 28, 1988, the Company acquired 100% of Interactive Data Vision,
Inc., an Oregon company. Initially Interactive Data was a wholly-owned
subsidiary, but was subsequently merged with the Company to create a single
entity. Afterwards the Company changed its name to Interactive Data Vision, Inc.
Daily operations were suspended in April 1991, at which time the Company became
an inactive corporation.
On October 27, 1995, after several years of inactivity, the Company
acquired 100% of DoubleCase Corporation, a Kansas corporation, which became a
wholly-owned subsidiary. DoubleCase designs, manufactures and markets personal
computer accessory products, most notably for notebook computers and other
portable electronic devices.
On December 29, 1995, the Company's Articles of Incorporation were amended.
The purpose of the amendment was: 1) to change the name of the corporation from
Interactive Data Vision to Banyan Corporation (Article 1), 2) to create a Class
B preferred stock by authorizing 500,000 shares of Class B Preferred, No Par
value (Article 4.1), and 3) to specify specific legal powers of the Board of
Directors (Article 4.2) A copy of the Company's Articles of Amendment is
attached hereto and is incorporated by reference. See Part III, Item 1.
After acquiring DoubleCase the Company changed its name to Banyan
Corporation and filed a Form 15(c)211 with the National Association of
Securities Dealers (NASD) to allow its Common Stock to trade on the OTC Bulletin
Board stock exchange. The Company's Common Stock began trading on the OTC
Bulleting Board in April 1996. The Company was delisted for non-compliance with
the OTC Bulletin Board's reporting requirements in September of 1999, and since
that time the Company's securities have been traded on the pink sheets under the
trading symbol "BANY."
On November 1, 1999, the Company entered into an asset purchase agreement
to purchase the assets of Showcase Technologies, L.L.C. (a New York Limited
Liability Corporation) from Alan Hillsberg. These assets comprised the product
lines of TopListing/Designer Studio and Showcase carrying cases for notebook
computers.
The TopListing/Designer Studio assets and product line were placed into
TopListing.com Corporation, a Colorado corporation which is a wholly owned
subsidiary of the Company. Toplisting is a web site optimizing product that
attempts to place customers' URL addresses on the world wide web in the first
several pages of web search engine results. Designer Studio is the department
within TopListing.com Corporation which designs web sites.
The Showcase assets and product line, comprising of notebook computer
carrying cases, were placed into DoubleCase Corporation, a Kansas corporation
wholly owned by the Company.
As part of the transaction, Mr. Hillsberg became the President of
TopListing.com Corporation and of Doublecase Corporation. On May 5, 2000 Mr.
Hillsberg resigned from his position as president and a director of Doublecase
Corporation, in order to dedicate his full time to his position at
TopListing.com, and Lawrence Stanley, the Company's president was elected as the
new president of Doublecase Corporation. Mr. Hillsberg's resignation did not
modify his employment agreement with the Company.
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MATERIAL CHANGES IN CONTROL SINCE INCEPTION AND RELATED BUSINESS HISTORY
On or about January 10, 1979, the Company, under its original name of
Omni-Tech International Corporation, undertook an offering pursuant to
Regulation A under the Securities Act of 1933, as amended, for 500,000 shares of
Class A common stock. At the time of the offering the Company had 413,857 shares
of Class A common stock issued and outstanding. Upon completion of the
Regulation A offering, the Company had 913,857 shares of Class A common stock
issued and outstanding.
On or about August 18, 1981, the Company, under the name of Omni-Tech
International Corporation, undertook an offering in reliance on the exemption
from registration provided by Section 3(a)(11) of the Securities Act of 1933, as
amended, and Rule 147 thereunder. The offering was for 787,500 shares of Class B
common stock. At the time of the offering the Company had 2,817,023 shares of
Class A common stock issued and outstanding. Pursuant to the Restated Articles
of Incorporation of August 11, 1981, "Upon any transfer of this stock (Class B
common stock) more than ten months after its issuance, the corporation shall
convert (on a one for one basis) the stock transferred into Class A common stock
and issue Class A common stock to the transferee." There is no Class B common
stock issued or outstanding as of May 7, 1999. The Articles of Amendment dated
February 29, 1988, modified the rights and preferences of the Class B common
stock, as it is described later in this document, so that it no longer converts
to Class A common stock.
On or about February 25, 1988 the Company, under the name of Omni-Tech,
entered into a Share Exchange Agreement dated February 25, 1988 ("Share Exchange
I") with the shareholders of Interactive Data Vision, Inc., an Oregon
corporation, and Coast Capital, Ltd. A copy of the Share Exchange I is attached
hereto and is incorporated by reference. See Part III, Item 1. Pursuant to the
Share Exchange I, the Company issued 8,141,712 shares of its Class A common
stock in exchange for all the issued and outstanding common stock of Interactive
Data Vision, Inc. According to the Share Exchange I, at the time of the share
exchange 2,657,265 shares of the Company's Class A common stock were issued and
outstanding. Upon completion of the share exchange, the Company had a total of
10,798,977 shares of Class A common stock issued and outstanding, and
Interactive Data Vision Inc. became a wholly-owned subsidiary of the Company.
Pursuant to the Articles of Amendment dated February 29, 1988, the Company
changed its name to Interactive Data Vision, Inc., and its wholly owned
subsidiary changed its name to IDV, Inc. Subsequently, on July 10, 1990, IDV,
Inc. merged with and into the Company, then known as Interactive Data Vision,
Inc.
An additional 4,925,000 shares of the Company's Class A common stock were
issued between the Share Exchange I and April 1991. Said shares were issued to
raise working capital for the Company and were issued exempt from registration
under Rule 504, Reg. D. Subsequent thereto, 400,000 shares were canceled by the
Company, resulting in a total of 15,323,977 shares of the Company's Class A
common stock issued and outstanding as of April 1991.
On or about December 9, 1994, the Board of Director's approved a 1-for-10
reverse stock split resulting in the Company having 1,532,398 shares of Class A
common stock issued and outstanding. Additionally, on February 15, 1995, the
Board of Directors approved a further 1-for-2 reverse stock split and cancelled
210,000 shares of the Company's issued and outstanding Class A common stock, all
of which resulted in an aggregate of 661,199 shares of the Company's Class A
common stock being issued and outstanding at that time.
Pursuant to a Share Exchange Agreement dated October 27, 1995 ("Share
Exchange II"), the Company acquired all of the outstanding common stock of
DoubleCase Corporation, a Kansas corporation, and also converted certain debt
owed by DoubleCase Corporation and the Company, respectively, into Class A
common stock of the Company and Class A preferred stock of the Company. A copy
of the Share Exchange II is attached hereto and is incorporated by reference.
See Part III, Item 1.
Upon completion of the Share Exchange II and debt conversion described in
the Share Exchange II, there were 4,825,384 shares of Class A Common stock and
187,190 shares of Class A Preferred stock issued and outstanding as of December
31, 1995.
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Between December 31, 1995 and August 22, 1996, the Company issued 2,250,000
shares of its Class A common stock. Said shares were issued on May 14, 1996, to
raise working capital for the Company. These shares were subscribed to by a
business development company and were issued exempt from registration under Rule
504, Reg. D.
On August 23, 1996, the Company underwent a 1-for-2 reverse split of its
Class A common stock. After the reverse split, there were 3,537,692 Class A
common shares outstanding and 187,190 shares of Class A Preferred stock.
Between August 24, 1996 and December 10, 1996, the Company issued 2,235,832
shares of its Class A common stock and retired 807,500 shares of its Class A
common stock, all of which resulted in 4,966,024 shares of Class A common stock
issued and outstanding as of December 10, 1996.
During this period the Company issued the following shares of its Class A
common stock: 57,000 shares as compensation for services rendered; 73,651 shares
in exchange for company debt; 125,000 shares for the exercise of a previously
granted option; 1,055,724 shares to meet certain contractual obligations made by
the Company; 857,143 shares in exchange for preferred stock of another Company;
and 67,314 shares to correct an accounting mistake when the Company was
restructured.
The 807,500 shares cancelled during this period were shares held by First
Colonial Funds, Ltd. The shares were cancelled on November 5, 1996 after when
First Colonial Funds, Ltd. defaulted on a promissory note which it had made to
the Company.
On December 10, 1996, the Company reversed split its common shares, issuing
one share for every twenty shares previously outstanding. After the reverse
split there were 246,669 shares outstanding after accounting for fractional
rounding.
On December 7, 1998, the Company issued a stock dividend of 200,000 shares
of Anything Internet Corporation, an Internet e-commerce company it invested in,
to its shareholders of record on November 3, 1998. As of May 7, 1999 the Company
retained 800,027 shares of Anything Internet, or about 26% of Anything
Internet's issued and outstanding shares.
Between December 10, 1996 and March 31, 1999, the Company issued a net
increase of 9,445,335 shares of its Class A common stock. There have been no
splits or dividends of the Company's Class A common stock between December 10,
1996 and June 30, 1999. On June 30, 1999, there were 9,691,804 shares of the
Company's Class A common stock and 187,190 shares of the Company's Class A
Preferred stock issued and outstanding.
BUSINESS
Banyan Corporation is a publicly traded holding company focused on
investing in and building a network of operating subsidiaries engaged in
designing, manufacturing and marketing products and services aimed at the
personal computer market, the notebook computer segment in particular, and
Internet e-commerce.
The notebook computer market is currently the fastest growing segment of
the personal computer industry - growing at an estimated rate of four times that
of the desktop personal computer market. Banyan offers a series of products
especially for the notebook computer market through its wholly-owned subsidiary,
DoubleCase Corporation.
DoubleCase is a U.S. supplier of hard-side protective carrying cases for
notebook computers. Compared to the more frequently used soft-side, or "bag",
type carrying case, the DoubleCase product line of hard-side protective carrying
cases offers a level of protection that will protect even the most costly
notebook computer or portable electronic device through most sudden impacts,
drops and rough handling.
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Banyan's interest in Internet e-commerce is a natural complement to its
personal computer products business interests. The largest segment of Internet
sales are expected to be computer hardware, software and consumer electronics
purchases.
Currently, Banyan offers its products directly to consumers via the
Internet through its DoubleCase Internet site, www.doublecase.com, as well as
third party resellers such as Anything Internet Corporation, an Internet
e-commerce company which Banyan also retains an ownership position in.
TOPLISTING.COM CORPORATION
TopListing.com Corporation, a wholly-owned subsidiary of the Company, was
formed to hold the website optimizing service which the Company purchased from
Showcase Technologies, LLC in November of 1999. The Company's main service is
the running and maintenance of its website, www.Toplisting.com. TopListing.com
is a website which enables owners of web sites to increase the numbers of hits
their sites receive via internet search engines. The Company is currently
working to integrate these services into its existing structure, and has rented
space in Long Island, New York, to house the operation. From this location, the
Company has been working to expand TopListing.com's web site services and to
enter into the website design, consulting, and programming fields by July, 2000.
DOUBLECASE CORPORATION
DoubleCase Corporation, a wholly-owned subsidiary of the Company, is
involved in the design, manufacture and marketing of personal computer accessory
products, most notably a line of hard-sided carrying cases for notebook
computers and portable electronic devices.
Notebook computers and portable electronic devices are often quite
expensive and are typically extremely sensitive to impact and extreme
temperatures. Through modern design and manufacturing techniques, DoubleCase has
created a line of attractive, functional and affordable hard-sided protective
carrying cases for notebook computers and other sensitive electronic devices.
DoubleCase cases are built using four levels of protection: an outer shell, an
air cushion barrier, an inner shell, and The Perfect Fit Protective Foam
Interior System(tm).
DoubleCase cases range in size from the NB-1000 Series, which carries a
single notebook computer with no accessories or documents, all the way to the
NB-5000 Series, which has storage room for the notebook computer, power
supplies, extra batteries, and even a portable printer, as well as a folio for
executive briefs and documents. DoubleCase cases are typically price competitive
with other manufacturer's similarly configured and sized hard-sided and
soft-sided offerings.
Complementing its line of protective cases, DoubleCase also manufactures
and markets a line of custom-fit "saddlebag" products which attach securely to
the outside of the protective case to provide additional storage for less
sensitive items and reduce the need to carry a briefcase in addition to the
DoubleCase product. Various sized saddlebag products are available to fit
DoubleCase's entire line of protective cases.
In addition to cases for portable computers, DoubleCase also offers a line
of hard-sided carrying cases that can be customized to protect a variety of
other sensitive portable electronic devices, including digital cameras and
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external data storage devices such as the Iomega Zip(tm) and Jazz(tm) Drives.
Markets for these devices are expanding rapidly, and DoubleCase seeks to take
advantage of that growth by offering the same level of protection for these
devices as it does for notebook computers.
All DoubleCase products are manufactured and assembled in United States and
carry a limited lifetime warranty. At the Company's facility in Colorado
Springs, final assembly, warehousing, shipping and all marketing and
administrative functions occur. The Company has its carrying cases blow molded
by third party molders in the United States then shipped to Colorado Springs. At
the Colorado Springs facility, the final assembly consists of assembling the
interior of the case with components (foam, file folders, partition panels, lid
stays) purchased from third party suppliers who make these items specifically
for DoubleCase. A single case can be assembled, packaged, warehoused or shipped
in 0.25 man hours.
Additionally, DoubleCase is currently evaluating several options to expand
its current product lines. These options include developing new products that
fill niches in the notebook computer accessory market, acquiring new products
and technologies from third party inventors, and acquiring other companies that
complement DoubleCase's strategic business goals without losing its focus on the
notebook computer market.
In November of 1999, the Company acquired the assets of Showcase
Technologies, LLC('Showcase') a partnership in the state of New York, on
November 1, 1999. The primary assets of Showcase were a line of hard and soft
carrying cases for notebook computers and cameras, and what the Company calls a
website optimizing service.
Pursuant to the acquisition agreements, the line of hard and soft carrying
cases, which utilize a patented internal rail and track system that holds
objects securely in the cases, is now owned by Doublecase Corp. The Company is
working on integrating the carrying case and rail systems product lines it
acquired into Doublecase's existing product line. the Company estimates that
this integration process will be completed by the third fiscal quarter of 2000,
by which time the Company hopes to release its next generation of computer
cases.
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MARKETING AND SALES
The Company, through its DoubleCase subsidiary, has targeted notebook
computer users as its primary market. The notebook computer market is currently
the fastest growing segment of the computer industry. According to BIS Strategic
Decisions, Inc., a market research firm, sales of notebook computers are growing
at about four times the rate of desktop computers. The market is extremely
competitive and is dominated by well-known manufacturers such as IBM, Toshiba,
NEC, Texas Instruments, and Apple. Intense competition has resulted in sharp
price reductions by manufacturers and shorter periods of time for bringing new
technologies to market. These are the same factors that put desktop computers
into a large percentage of U.S. homes. Management believes notebook computers
are gaining similar large-scale acceptance.
The Company is focusing its marketing efforts in the following areas:
CONSUMER MARKET - DoubleCase is currently selling its products through the
computer distributor Ingram Micro who in turn resells the products to dealers
who in turn sell to the end user, or consumer. Additionally, DoubleCase
maintains a world wide wed site (www.doublecase.com) which illustrates all of
the DoubleCase's products and allows end-users to purchase DoubleCase products.
Management has targeted several major U.S. computer retailers to offer
DoubleCase products although none do so yet. Currently the consumer market,
whether it be through "distribution/channel sales", company direct, or internet
sales, accounts for approximately 60% of the Company's sales.
GOVERNMENT/INSTITUTIONAL MARKET - DoubleCase is rapidly becoming a major
supplier of protective carrying cases to various federal, state and local
government agencies, as well as Fortune 500 companies. DoubleCase products are
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currently listed by two DoubleCase government resellers on the GSA Schedule,
which streamlines the purchasing process by having DoubleCase products "pricing
approved" so that the government agency does not have to acquire several bids
before purchasing. DoubleCase products are also approved for government VISA
authorization, which helps expedite government sales. This market segment
currently accounts for approximately 30% of the company's sales.
DISTRIBUTION/CHANNEL SALES - Channel Sales are the primary method used by
manufacturers to get their products to market. The "channel" begins with the
manufacturer and ultimately end with the consumer. Typically, the manufacturer
will sell its product to a distributor which in turn sells the product to
resellers, dealers and value added resellers (VARs) who then sell it to the end
consumer. This method is preferred by most resellers, dealers and VARs because
it eliminates their need to coordinate inventory purchases from hundreds, if not
thousands, of individual manufacturers; in essence, the distributor is a
"shopping mall" for most resellers, dealers and VARs. DoubleCase is working on
increasing the number of distributors from one, Ingram Micro (NYSE: IM), to
carry its products in order to expand its channel sales presence.
ORIGINAL EQUIPMENT MANUFACTURERS (OEM's) - DoubleCase is just entering the
realm of becoming an OEM supplier, allowing DoubleCase products to be sold as
standard or optional equipment on new notebook computer purchases. In June 1998,
Dell Computer (NASDAQ: DELL) selected DoubleCase at its provider of hard-sided
protective carrying cases for its notebook computers. Under this non-exclusive
agreement, DoubleCase cases are presently being offered as an option on new
notebook purchases and are being sold under the DoubleCase brand; Dell is under
no obligation to purchase DoubleCase products, now or in the future. To date,
OEMs account for less that 5% of the Company's sales.
INTERNET SALES - The Company is targeting Internet e-commerce and web
design sales via its sales for its website optimizing service,
www.toplisting.com, which is now owned by TopListing.com Corporation. The
Company believes that the TopListing.com integration will be completed by the
end of the 2nd quarter of 2000, and at that time the Company intends to create
an agressive marketing strategy targeting other existing web-sites in addition
to expanding TopListing.com Corporation's web programming services.
Additionally, the Company implements internet sales via Through its own
site, www.doublecase.com, and others such as www.dell.com and
www.anythingpc.com, DoubleCase is building a strong Internet retail presence.
With the growing popularity of shopping from home or the office via the
Internet, Internet storefronts such as these are expected to become a
significant source of future revenues.
INTERNATIONAL SALES - Although DoubleCase has concentrated its marketing
efforts primarily on the United States, where nearly half of all notebook
computers are purchased, it has also pursued opportunities to establish
international sales. Currently, DoubleCase products are sold through
international dealers in France, Canada and England. DoubleCase intends to
continue pursuing growth opportunities in these markets. In 1998, international
sales account for approximately 14.3% of the Company's sales.
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COMPETITION
Currently, the market for carrying cases for notebook computers and
sensitive electronic equipment is dominated by soft-sided products. Management
estimates that less than three percent (3%) of notebook computer owners purchase
hard-sided carrying cases. This estimate includes owners who purchase standard
briefcases in which to carry their notebook computers. Of the estimated less
than 3%, management believes that approximately 10%, or less than about .3% of
all notebook computer purchasers currently buy the present DoubleCase line of
cases. Management believes DoubleCase products are in an advantageous position
as one of the few existing manufacturers and marketers of hard-sided protective
carrying cases.
The only direct competition DoubleCase has encountered to date for its
hard-sided cases is from Samsonite, which offers only two models of its own
hard-side carrying case, and Zero Haliburton, which does not market its products
through normal retail channels and tends to have significantly higher suggested
retail prices. Targus, a large provider of soft-side carrying cases as recently
offered one of its soft side bags in a hard shell design. It is to soon to tell
what acceptance this new Targus hard shell case will have in the market. What
impact this will have on DoubleCase's marketing and sales efforts is unknown at
this time. With little direct competition from hard-side case manufacturers to
date, DoubleCase intends to focus its competitive efforts on emphasizing that
the DoubleCase designs provide superior protection at affordable prices.
The soft-side carrying case market is primarily dominated by two
manufacturers: Targus and Kensington Microware.
Targus designs and manufactures soft-sided carrying cases for notebook
computers. Targus has recently introduced the "Hard Shell Universal Bag" which
is a hard-shell design of the Targus soft-sided "Universal Bag". Their
literature represents that it is not available in retail stores although it is
offered for sale on their web site and also on the Dell computer web site. It is
to soon to evaluate market acceptance of the "Hard Shell Universal Bag" although
Targus is well established and is believed to have significant financial
resources available for marketing.
Kensington Microware is a wholly owned subsidiary of ACCO World, the
large office supply company based in San Mateo, California, and manufactures a
wide variety of computer accessory products, including a line of soft-sided
cases for notebook computers.
By targeting the soft-sided carrying case market, DoubleCase will be
competing against well established companies that have significantly greater
financial and personnel resources than the Company. Management will focus
competitive efforts on emphasizing the superior protection offered by and
affordability of the DoubleCase product line and continue furthering efforts to
get DoubleCase products into the all appropriate retail markets.
ANYTHING INTERNET CORPORATION
On August 19, 1998, the Company entered into a Share Exchange Agreement
with Anything, Inc., subsequently renamed Anything Internet Corporation. Under
the terms of the agreement, Anything Internet was re-capitalized with 200,000
shares of Banyan restricted Common Stock and granted stock options to purchase
300,000 shares of Banyan Common Stock at: 100,000 shares at $0.50 a share,
expiring February 28, 1999 which were extended to expire on August 31, 1999;
100,000 shares at $1.00 a share expiring August 31, 1999; and 100,000 shares at
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$2.00 a share, expiring August 31, 2000. In return for this equity issuance, the
Company received 1,000,000 shares of Anything Internet Common Stock and, after a
stock dividend to its shareholders, the Company now retains 800,027, or about
26%, of Anything Internet. In addition, Banyan appointed two members, Cameron
Yost and J. Scott Sitra, to Anything Internet's Board of Directors.
Anything Internet is an Internet e-commerce holding company focused on
building a network of successful e-commerce operating companies, joint ventures,
strategic alliances and partnerships.
Currently Anything Internet operates through one wholly-owned subsidiary,
AnythingPC Internet Corporation ("AnythingPC"). AnythingPC is a rapidly growing
Internet based discount retailer of over 201,000 different computer hardware,
software and peripheral products to end consumers and businesses. Through its
Internet storefronts - www.anythingpc.com, www.anythingmac.com, and
www.anythingunix.com - AnythingPC offers one-stop shopping to its customers 24
hours a day, seven days a week. In addition to its wide array of product
offerings, AnythingPC's storefronts feature competitively priced "Hot Products",
an easy-to-use graphical interface, a powerful search engine to locate any
product desired, a unique "quote monkey" for pricing assistance on hard-to-find
products, and a special "notify me" feature that automatically notifies
customers when a backordered product arrives in stock and keeps the customer
appraised of the estimated time of arrival.
At the present time the Company views its relationship with Anything
Internet as purely a strategic investment. Anything Internet does, however, sell
the Company's products via its Internet storefronts, which are responsible for
generating more than 10% of the Company's gross sales. More in depth information
on Anything Internet may on be found through its own SEC filings.
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Item 2. DESCRIPTION OF PROPERTY
The Company, and its wholly-owned subsidiary DoubleCase Corporation, share
combined headquarters in Colorado Springs, Colorado at 4740 Forge Rd., Bldg. 112
in a 2,760 square foot office/warehouse space. The Company previously occupied
this space on a two year lease whereby it paid $1,138 per month. The lease
expired, and the Company has negotiated a new one year lease on the location
with a one year extension at a monthly rental rate of $1,244 per month. lease
has not yet been executed, and in the interrim period the Company has been
paying $1,244 per month on a month to month tenancy basis for the space.
Additionally, the Company's whooly owned subsidiary TopListing.com
Corporation rents approximately 1,170 square feet of space at 33 E. Merrisck Rd.
in Valley Stream, New York. The lease for this space is $1,500 per month from
November 1999 through October, 2000, and has two renewal periods of two years
each with the rental price going up $100 each year of each renewal period.
Item 3. LEGAL PROCEEDINGS
The Company has the following pending or threatened litigation:
Paine Webber, Inc. v. Banyan Corp, Case no. CV 99 - 1476 HA in the United States
District Court for the District of Oregon. This is a case brought against the
Company for cancelling shares of stock which Paine Webber subsequently sold. The
Company is and plans to continue to contest this case vigorously. To date the
Company has filed an answer, and has filed a motion for dismissal or
alternatively to lower the amount of the claim allowed. The shares were
cancelled pursuant to what the Company believes to be a valid court order, and
therefore the Company believes that it has a substantial chance of winning this
case upon its merits. The Company believes that the maximum financial exposure
it has is $412,280.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company submitted no matters to a vote of its security holders during
its fiscal year ended December 31, 1999.
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Part II.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) The Company's Common Stock is quoted on the pink sheets under the symbol
"BANY." The following table sets forth the high and low bid prices as
reported by the National Association of Securities Dealers (NASD) for the
periods ending December 31, 1999 and prior. These quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commissions, and
may not reflect actual transactions. As of July 27, 1999 there were exactly
400 shareholders of Common Stock and 18 shareholders of the non-trading
Preferred Class 'A' Stock.
<TABLE>
<CAPTION>
High Low
----- ----
<S> <C> <C>
1999
-----
Fourth Quarter 0.62 0.06
Third Quarter 1.50 0.12
Second Quarter 1.06 0.62
First Quarter 1.50 0.57
1998
-----
Fourth Quarter 0.92 0.35
Third Quarter 0.56 0.22
Second Quarter 0.40 0.16
First Quarter 0.35 0.14
</TABLE>
(b) As of December 31, 1999, there were approximately 400 holders of the
Company's Common Stock.
(c) No dividends were paid during the fiscal year ending Dec. 31, 1999.
12
<PAGE>
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OR PLAN OF OPERATION
Management's Discussion and Analysis or Plan of Operations
Year Ending December 31, 1999 Compared to Year Ending December 31, 1998
Sales for the year 1999 were $141,176, a 31.6 percent reduction from 1998 sales
of $206,467. Operations of the Company were maintained at minimal levels during
1999 and 1998 because of the Company's inability to obtain adequate financing.
As a result the Company was unable to develop new products for to meet customer
requirements and to adapt to the larger size of laptop computers that have 14
and 15 inch monitors. The lack of capital also made it difficult for Banyan to
market its products in a cohesive manner. Without proper marketing, the Company
cannot make potential customers aware of the features and benefits of its
products.
Gross margins in 1999 were 62.7% compared with 66.7% in 1998 reflecting the
impact of buying inventory in smaller quantities to preserve cash. Improvements
in gross margins are not expected in the year 2000 as Banyan has realized the
full impact of its cost reduction efforts. Loss from operations in the year 1999
of $580,877 increased 33.3% over 1998 results. Selling, general and
administrative expenses increased $96,171 to $669,488. These increased costs
were the result of an increase in professional expenses of $33,128 primarily
needed to comply with certain government regulations and other legal matters,
increased salary expense of $32,777, primarily in the fourth quarter, 1999
reflecting the start up of operations for Banyan's new product line
Toplisting.com and increased public relations costs of $36,626. Offsetting these
increases were some minor increases and decreases in other operating expenses.
The Company's net profit before provision for income taxes of $1,848,152
compared favorably to the loss in 1998 of $494,910. This increase in profit was
the result the reclassification of the Company's investment in Anything Internet
Corporation stock to trading securities allowing the Company to recognize an
unrealized appreciation of $2,390,818 primarily due to an increase in its market
value coupled with the increased gain from the sales of marketable securities of
$174,703 and a decrease in net interest expense of $4,746. Offsetting this
profit improvement was the increased loss from operations of $145,021 and the
increased equity loss of Anything Internet Corporation of $78,735. Because of
the reclassification of the Company's investment in Anything Internet
Corporation to trading securities, this asset has been valued on the Balance
Sheet at the current market value of $2,386,752 at the end of 1999.
On November 1, 1999 the Company acquired all of the assets of Showcase
Technologies, LLC. Showcase designs, assembles and sells both hard and soft
shelled carrying cases for laptop computers and cameras as well as developed
system to optimize web pages. By this acquisition, Banyan, through its
subsidiary DoubleCase Corporation, is able to serve a much broader portion of
the computer carrying case market with an expanded family of products.
Toplisting.com Corporation, a wholly owned subsidiary of Banyan, will operate
the web page optimization and other web services product line. While the results
of these new products are included in the Company's financial results for the
last two months of 1999, the full impact of this acquisition will not be
realized until the year 2000.
Liquidity and Capital Resources
Despite continuing to experience losses from operations the Company was able to
meet its financial requirements and to acquire the assets of Showcase. Monies
were raised through the continuing sales of the Company's common stock during
the first three quarters of 1999 and by selling portions of its investment in
Anything during the fourth quarter of the year. Sales of the Company's common
stock were suspended in the third quarter because of the depressed price of the
stock and because the Company's management decided to sell shares of Anything in
the open market to meet its financial needs. Banyan expects that it will
continue to sell additional common stock of Anything throughout 2000 and to
minimize the sales of its own common stock. The Company continues to exchange
its common stock in return for services provided by third parties and in
exchange for debt issuances.
The acquisition of Showcase was made through a combination of cash, issuance of
common stock and notes payable and payment of certain liabilities of Showcase
for a total purchase price of $259,315. Throughout the year 2000 the Company
expects to continue to invest in the development of products related to this
acquisition.
Banyan expects to continue to sell shares of Anything to meet its cash flow
needs that exceed funds generated from normal operations in order to support the
expansion of its product lines throughout 2000. If the Company determines that
it is not feasible to sell these shares, the Company will make efforts to
arrange a short-term line of credit to meet its cash flow needs.
13
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
The financial statements are attached hereto at page 18.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company did not change accountants for the fiscal year ending 1999.
Part III.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF
REGISTRANT
Name Age Position
----- --- ---------
Cameron B. Yost 46 Prior Chairman, President, Chief
Executive Officer and Director
Lloyd K. Parrish Jr. 61 Director
Lawarance Stanley 51 Chairman, President, Chief Executive
Officer and Director
Jeffrey M. Rhodes 35 Director
Alan Hillsberg 43 President, TopListing.com Corporation
The Board of Directors of the Company is comprised of only one class of
director. Each director is elected to hold office until the next annual meeting
of shareholders and until his successor has been elected and qualified. Officers
are elected annually by the Board of Directors and hold office until successors
are duly elected and qualified. The following is a brief account of the business
experience of each director and executive officer of the Company. There is no
family relationship between any Director or Executive Officer of the Company.
LAWARANCE STANLEY, Chairman, President, Chief Executive Officer and
Director. Mr. Stanley was a director and secretary of the Company from 1998
until he replaced Cameron Yost in the positions of Chairman, President, Chief
Executive Officer in May of 2000. Mr. Stanley has been the owner of Stanley
Accounting Services, an independent accounting business since 1992, and owns
half of The P3 Group, which has provided management training to companies of all
sizes since 1997. Prior to starting these businesses, he was President of Kaman
Instrumentation Corporation, a subsidiary of Kaman Corporation, and Controller
of a division of Bendix Corporation.
LLOYD K. PARRISH JR., Director, has held his position since 1995 and is
concurrently a director at DoubleCase Corporation. Mr. Parrish has an extensive
background in business development and operations. Since 1996 he has held the
position of President at Parrish Corporation, oil & gas property operation and
management firm. He has owned Parrish Oil Company, oil and gas production in
Kansas, Oklahoma and Nebraska since 1972. In 1996 he served as the National
President to the Society of Independent Professional Earth Scientists. And since
1998 he has helped manage and is a part owner of Sandhill LLC, a natural gas
gathering, purchasing and marketing corporation.
JEFFREY M. RHODES, Director. Mr. Rhodes became a director of the Company on
May 5, 2000. From 1996 to the present Mr. Rhodes has served as the Chief
Technical Officer of Platte Canyon Multimedia Software Corporation of Colorado
Springs, Colorado. Prior to that, from 1992 to 1996 Mr. Rhodes was employed as
the Technical Lead/Multimedia Developer, and then the Director of Multimedia
Software for Titan Information Systems Corporation, also of Colorado Springs,
Colorado. From 1987 to 1992 Mr. Rhodes was employed by the United States Air
Force as the Chief of the Engineering & Operations Branch in the
Communications-Computer Systems Division. Mr. Rhodes received a B.S. in
Electrical Engineering from the United States Air Force Academy in 1987, a
Diploma of Science in Economics from the London School of Economics in 1988, and
a Master of Science in Economics from the London School of Economics in 1989.
ALAN HILLSBERG, President Toplisting.com Corporation. Mr. Hillsberg has
worked at Toplisting.com Corporation since November, 1999, when the assets of
Showcase Technologies, LLC, a company which Mr. Hillsberg had owned and managed
since May 1995, were purchased by the Company. From January, 1994 to February,
1995 Mr. Hillsberg worked in sales at Protective Technologies, Inc. of Yonkers,
New York, and prior to that he worked at Showcase Packaging, Inc. of Howard
Beach, New York from 1981 to 1994. Mr. Hillsberg received his B.A. from Brooklyn
College in June of 1974.
The Company currently has only one employment agreement with officers and
management personnel. The Company has an employment agreement with Mr. Hilsdale
as president of TopListing.com Corporation, incorporated hereto be reference to
Exhibit 10.2 from the Company's current Form 8-K filed on January 10, 2000. The
term of this agreement is from November, 1999 to November, 2001. Under the terms
of this agreement Mr. Hilsdale is compensated at the rate of $116,000 per year,
10% of the Company's net pre-tax profit, payable 45 days after the close of each
calendar quarter for the term of the Agreement, 20% of Double Case Corporation's
net pre-tax profit, payable 45 days after the close of each calendar quarter for
the term of the Agreement, and options to purchase 235,000 shares of common
stock of the Company at $0.1187 per share (95% of market value October 26,
1999).
14
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid during the fiscal year
ended December 31, 1998, to the Company's Chief Executive Officer and each of
the Company's officers and directors. No other person received compensation
equal to or exceeding $100,000 in fiscal 1999 and no bonuses were awarded during
fiscal 1999.
<TABLE>
<CAPTION>
Annual Compensation Awards Payouts
------------------------------ ------------------------- ---------
Other All
Annual Restricted Securities Other
compen- Stock Underlying LTIP Compen-
sation Award(s) Options/SAR Payouts sation
Name and Principal Position Year Salary ($) Bonus ($) ($) ($) (#) ($) ($)
- ---------- ---- ---------- --------- ------- ----------- ------------ --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cameron Yost
(the Company's prior
President, CEO and
Director) 1999 109,000 $49,400(2)
1998 90,400 14,000
1997 86,000 (1) 66,000
Lloyd Parrish, Jr.
Director 1999
1998
1997
Lawrence Stanley
Secretary
and Director 1999 6,000
1998
1997
Alan Hillsberg
President,
TopListing.com Corp. 1999 19,333 235,000(3)
1998
1997
<FN>
(1) For accrued Board of Directors' fees. $6,000 annually between 1991 and
1997 for DoubleCase Corporation aggregating $42,000 and $8,000 annually
between 1995 and 1997 for Banyan Corporation aggregating $24,000.
(2) Includes $49,400 in deferred compensation for previous years and
spent on Mr. Yost's unsuccessful legal defense to Roger Fidler, Esq. and
Robert Simels, Esq.
(3) The options on the 235,000 shares were issued at a 'strike price' of
$0.1187 per share (95% of market value October 26, 1999) pursuant to the
employment agreement with Mr. Hillsdale.
</FN>
</TABLE>
STOCK OPTIONS
In addition, the Company has adopted an incentive stock option plan for its
officers, directors and salaried employees. The plan is administered by the
Board of Directors. The options are exercisable for a period of 10 years, except
in the case of any option holders owning 10% or more of the Company's
15
<PAGE>
outstanding Common Stock, in which case the exercise period is five years. The
exercise price for options granted pursuant to the plan is 95% of the closing
market price of the Common Stock on the date the option is granted, or if no
market exists, then as determined by the Board of Directors. An Aggregate of
105,345 shares are reserved for issuance under the plan. As of June 30, 1999,
options to purchase an aggregate of 11,154 shares of Common Stock, at an
exercise price of $0.05 per share, had been granted to Cameron Yost. The
following table summarizes the current options issued and outstanding.
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-end (#) at FY-end ($)
Acquired on
Exercise Exercisable/ Exercisable/
Name (#) Value Realized ($) Unexercisable Unexercisable
- ---- ----------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Cameron Yost
President,
CEO and
Director -0- -0- 11,154 $ 8,365.50
</TABLE>
<PAGE>
Item 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of December 31, 1999, of
each officer or director of the Company, by each person or firm who owns more
than 5% of the Company's outstanding shares and by all officers and directors of
the Company as a group.
<TABLE>
<CAPTION>
Shares Beneficially Owned
-------------------------
Percentage
Directors and Executive Officers Shares Held Owned (1)
- -------------------------------- ----------- ---------
<S> <C> <C>
Cameron B. Yost (2)
4740 Forge Rd., Bldg. 112
Colorado Springs, CO 80907 1,227,154 12.7%
Lloyd Parrish, Jr.
4740 Forge Rd., Bldg. 112
Colorado Springs, CO 80907 1,055,837 10.9%
Lawarance Stanley
4740 Forge Rd., Bldg. 112
Colorado Springs, CO 80907 44,020 0.5%
All current directors and executive
officers as a group (3 persons) 2,327,011 24.1%
Five Percent Shareholders
- -------------------------
Ann L. Gee (3)
110 S. Main Street, #510
Wichita, KS 67202 581,932 6.0%
- -------------------------------- ----------- ---------
<FN>
(1) Percentage of ownership is based on 9,691,804 shares of Common Stock
issued and outstanding as of June 30, 1999.
(2) Includes a vested stock option to purchase 11,154 at an aggregate price
of $0.05 a share.
(3) Ann L. Gee is Lloyd K. Parrish Jr.'s sister. Mr.Parrish is a Director. </FN>
</TABLE>
16
<PAGE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's Common Stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
CERTAIN BUSINESS RELATIONSHIPS
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's Common Stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
INDEBTEDNESS OF MANAGEMENT
DoubleCase Corporation is indebted to Mr. Parrish in the amount of $66,589.
This obligation is represented by a promissory note, bears interest at the rate
of 10% per annum and is secured by the DoubleCase's furniture, equipment,
inventory and accounts receivable. The note was originally due and payable on
April 1, 2000, but Mr. Parrish has extended the due date to April 1, 2001.
DoubleCase used the proceeds of this note for working capital shortfalls.
As of March 31, 1999, DoubleCase was indebted to one stockholder for an
aggregate amount of $38,647. These obligations bear interest at rates ranging
from 6% to 12% per annum and are not secured by assets of the Company, and was
originally due on April 1, 2000, however the stockholder extended the due date
to April 1, 2001.
Item 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K
(a) All required exhibits are incorporated herein by reference from the
Company's Form 10-SB filed on May 14, 1999, and Amendments thereto filed on
August 16, 1999, October 27, 1999, January 12, 2000, and April 3, 2000
(b) Form 8-k and its associated schedules and reports, and amendments
reflecting the purchase of assets from Showcase Technologies filed on April 3,
2000, March 24, 20000, and January 12, 2000.
17
<PAGE>
BANYAN CORPORATION
CONSOLIDATED
FINANCIAL STATEMENTS
December 31, 1998 & 1999
<PAGE>
BANYAN CORPORATION
Consolidated Financial Statements
TABLE OF CONTENTS
Page
INDEPENDENT AUDITOR'S REPORT ON
THE CONSOLIDATED FINANCIAL STATEMENTS F-1
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated balance sheet F-2
Consolidated statement of operations F-3
Consolidated statement of stockholders' deficit F-4
Consolidated statement of cash flows F-5
Notes to consolidated financial statements F-7
<PAGE>
RONALD R. CHADWICK, P.C.
CERTIFIED PUBLIC ACCOUNTANT
2851 S. PARKER ROAD, SUITE 720
AURORA, COLORADO 80014
----------
TELEPHONE:(303)306-1967
TELECOPIER:(303)306-1944
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Banyan Corporation
Colorado Springs, Colorado
I have audited the accompanying consolidated balance sheet of Banyan Corporation
as of December 31, 1999 and the related consolidated statements of operations,
stockholders' deficit and cash flows for the years ended December 31, 1998 and
1999. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Banyan Corporation
as of December 31, 1998 and the results of its operations and its cash flows for
the years ended December 31, 1998 and 1999 in conformity with generally accepted
accounting principles.
Aurora, Colorado /s/ RONALD R. CHADWICK
March 30, 2000 RONALD R. CHADWICK, P.C.
F-1
<PAGE>
<TABLE>
<CAPTION>
BANYAN CORPORATION
CONSOLIDATED BALANCE SHEET
December 31, 1999
ASSETS
Current assets
<S> <C>
Cash $ 32,423
Accounts receivable 46,874
Inventory 66,981
Trading securities 2,392,102
Prepaid expenses 300
---------------
Total current assets 2,538,680
---------------
Fixed assets
Furniture and fixtures 20,512
Equipment and tooling 15,648
---------------
36,160
less accumulated depreciation (19,481)
---------------
16,679
---------------
Other assets
Trademarks and licenses, net of accumulated
amortization of $61,552 23,503
Goodwill, net of accumulated amorization of $7,555 219,052
Other 1,896
---------------
244,451
---------------
Total Assets $ 2,799,810
===============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 145,269
Accrued salaries and related exp. 60,769
Accrued interest 235,186
Other 2,000
Notes payable 272,234
---------------
Total current liabilties 715,458
---------------
Total Liabilities 715,458
---------------
Stockholders' Deficit
Preferred stock, Class A: no par value;
500,000 shares authorized; 187,190 issued and outstanding;
callable at $2.75 per share and convertible 334,906
Common stock, Class A: no par value;
50,000,000 shares authorized;
10,597,768 issued and outstanding 3,442,556
Accumulated deficit (1,693,110)
---------------
Total Stockholders' Deficit 2,084,352
---------------
Total Liabilities and Stockholders' Deficit $2,799,810
===============
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
BANYAN CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
For The Years Ended December 31, 1998 and 1999
1998 1999
---------------- ----------------
<S> <C> <C>
Sales, net $ 206,467 $ 141,176
Cost of sales 69,006 52,565
---------------- ----------------
Gross margin 137,461 88,611
Research & development
- -
Selling, general and administrative expenses 573,317 669,488
---------------- ----------------
Loss from operations (435,856) (580,877)
Other income (expense)
Interest income
1,671
Interest expense (22,913) (19,838)
Gain (loss) on sale of assets 3,449 174,703
Unrealized gain (loss) on securities 2,390,818
Equity income of Anything Internet Corporation (39,590) (118,325)
---------------- ----------------
Income (loss) before provision for income taxes (494,910) 1,848,152
Provision for income tax
- -
---------------- ----------------
Net income (loss) $ (494,910) $ 1,848,152
================ ================
Net income (loss) per share
(Basic and fully diluted) $ (0.06) $ 0.19
================ ================
Weighted average number of
common shares outstanding 8,359,433 9,769,450
================ ================
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
BANYAN CORPORATION CONSOLIDATED STATEMENT OF
STOCKHOLDERS' EQUITY For The Years Ended December 31, 1998 and
1999
Common Stock Preferred Stock Common Stock
Stock Stock-
Class A Class A Subscribed Subscrip.
Accum. holders'
Shares Amount Shares Amount Shares Amount Receivable
Deficit Deficit
------ ------ ------ ------ ------ ------ ----------
----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C>
Balances at December 31, 1997 4,430,127 $2,117,710 187,190 $ 334,906 143,000 $ 40,000 $(40,000) $
(3,026,352) $(573,736)
Issuance of shares pursuant to
rights offering 2,632,802
220,805 220,805
Issuance of stock for services 952,270
151,651 151,651
Sales of common stock 1,077,500
326,000 326,000
Stock issued for equity
investment 200,000
106,629 106,629
Property dividend
(20,000) (20,000)
Net gain (loss) for the year
ended December 31, 1998
(494,910) (494,910)
-------------- ----------- -------- --------- ---------- ------ ----------
------------- ----------
Balances at December 31, 1998 9,292,699 $2,922,795 187,190 $ 334,906 143,000 $ 40,000 $(40,000) $
(3,541,262) $(283,561)
Issuance of stock for services
5,500
4,125 4,125
Sales of common stock 780,732
444,803 444,803
Issuance of stock for assets
566,667
70,833 70,833
Stock cancellations (47,830) (143,000) (40,000) 40,000
Net gain (loss) for the year
ended December 31, 1999
1,848,152 1,848,152
--------------------------- --------- -------- --------- -------- --------
------------- -----------
Balances at December 31, 1999 10,597,768 $3442,556 187,190 $ 334,906 - $ - $ -
$(1,693,110) $2,084,352
============== ========== ======== ========= ======== ========= =======
============== ===========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
F4
<PAGE>
<TABLE>
<CAPTION>
BANYAN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For The Years Ended December 31, 1998 and 1999
1998 1999
---------------- -----------------
Cash Flows From Operating Activities:
<S> <C> <C>
Net income (loss) $ (494,910) $ 1,848,152
Adjustments to reconcile net income to net cash provided by
(used for) operating activities:
Depreciation and amortization 15,373 26,568
Loss on sale of fixed assets 236
Unrealized gain on trading securities (2,390,818)
Sales of trading securities 12,729 2,316
Loss in Anything Internet Corporation 39,590 118,325
Compensatory stock issuances 151,651 4,125
Compensatory debt issuance 23,500
Accounts receivable 621
5,486
Inventory and prepaid expenses (26,274) (19,411)
Deposits 2,000
4,319
Accounts payable and accrued expenses (57,404) 49,724
---------------- -----------------
Net cash provided by (used for)
operating activities (349,204) (334,898)
---------------- -----------------
Cash Flows From Investing Activities:
Proceeds from sales of fixed assets $ 300 $ -
Fixed assets (19,469)
Payment for business acquisitions (75,774)
Loan to Anything Internet Corporation (75,000)
Other (995)
---------------- -----------------
Net cash provided by (used for)
investing activities 300 (171,238)
---------------- -----------------
</TABLE>
(Continued On Following Page)
The accompanying notes are an integral part of the
consolidated financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
BANYAN CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For The Years Ended December 31, 1998 and 1999
(Continued From Previous Page)
1998 1999
---------------- -----------------
Cash Flows From Financing Activities:
<S> <C> <C>
Receipts from notes payable 63,500
5,000
Payments on notes payable (76,640)
-
Proceeds from issuance of common stock 447,239 444,803
---------------- -----------------
Net cash provided by (used for)
financing activities 375,599 508,303
---------------- -----------------
Net Increase (Decrease) In Cash 26,695 2,167
Cash At The Beginning Of The Period 3,561 30,256
---------------- -----------------
Cash At The End Of The Period $ 30,256 $ 32,423
================ =================
</TABLE>
Schedule Of Non-Cash Investing And Financing Activities
During the year ended December 31, 1998, the Company issued 200,000
common shares to purchase an equity interest in Anything Internet
Corporation valued at $106,629, and issued 1,187,190 common shares
for $99,566 in debt cancellation.
During the year ended December 31, 1999, the Company issued 566,667
common shares valued at $70,833 and a note payable for $80,000 as
partial payment for the assets of Showcase Technologies, LLC.
Supplemental Disclosure
Cash paid in 1998 and 1999 for interest and income taxes: None.
The accompanying notes are an integral part of the
consolidated financial statements.
F-6
<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 and soft
carrying cases for portable notebook computers and data storage devices, and
provides website services to e-tailers. 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 subsidiaries. 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.
F-7
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued):
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.
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, goodwill 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. At December 31, 1999 the Company had no balance in its
allowance for doubtful accounts.
Revenue recognition
Revenue is recognized by the Company for its carrying case business when a
product is shipped to a customer. For web page design, revenues are recognized
when services have been successfully completed.
Trading Securities
The Company's investment securities are held principally for the purpose of
short term sales and have been classified as trading securities.
F-8
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued):
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.
Financial Instruments
The carrying value of the Company's financial instruments, including cash and
cash equivalents, accounts receivable, accounts payable, and long term debt, as
reported in the accompanying balance sheet, approximates fair value.
NOTE 2. ACQUISITIONS
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 $106,629. After distributing
$20,000 of its Anything Internet Corporation common stock as a property
dividend, 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 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 accounted for its investment under the equity method. In 1999,
The Company's investment in Anything Internet Corporation was written down to
zero from a loss on Anything Internet Corporation of $118,325. The Company
recognized a gain in 1999 of $174,703 from the sale of Anything Internet
Corporation shares. In December, 1999 the Company's ownership interest in
Anything Internet Corporation fell below 20%, and it ceased accounting for its
investment under the equity method. The Company then recorded its remaining
interest in Anything Internet Corporation at fair market value as trading
securities, as required under FASB 115.
F-9
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 2. EQUITY INVESTMENT (Continued):
On November 1, 1999 the Company acquired the assets of Showcase Technologies,
LLC in a transaction accounted for as a purchase. The purchase price was
$259,315, and goodwill of $226,607 was recorded on the transaction. Results of
operations from the acquisition have been consolidated from November 1, 1999
forward.
Pro forma net income (loss) and earnings per share of Banyan Corporation,
assuming that Showcase Technologies, LLC was acquired at the beginning of 1998
and 1999, are shown below
Showcase Technologies, LLC
1999 1998
Sales $ 342,390 477,421
Net income (loss) $ 1,761,231 (642,971)
Earnings per share $ 0.17 (0.07)
NOTE 3. LEASE COMMITMENTS
The Company has leased office and warehouse space at various sites through
October, 2002. Lease expense incurred for the years ended December 31, 1998 and
1999 was $33,017 and $13,525 respectively. The remaining minimum future rental
payments through 2002 are approximately $59,000.
F-10
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
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, 1999 the Company had approximately $1,300,000 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: <TABLE> <CAPTION>
December 31, December 31,
1998 1999
Deferred tax liability $ - $ -
Deferred tax asset arising from:
<S> <C> <C>
Net operating loss carryforwards 1,234,480 513,700
Temporary timing differences on - 932,419
unrealized gains
------------- -------------
1,234,480 1,446,119
Valuation allowance (1,234,480) (1,446,119)
------------ ------------
Net Deferred Taxes $ - $ -
================= ==================
Income taxes at Federal and state statutory rates are reconciled to the
Company's actual income taxes as follows:
December 31, December 31,
1998 1999
----------------- ----------------
Tax at federal statutory rate (34%) $(168,269) $ 628,372
State income tax (5%) ( 24,746) 92,408
Change in valuation allowance 193,015 211,639
Temporary timing differences on unrealized gains (932,419)
----------- ----------
$( -) $( -)
============== ==============
</TABLE>
The net change in 1999 in the total valuation allowance was $211,639.
F-11
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 5. NOTES PAYABLE
At December 31, 1999 the Company had the following notes payable outstanding:
Balances at
Dec. 31,
1999
Related party notes payable,
unsecured, interest from 6% to 12% per annum,
maturing April 1, 2000 $ 38,647
Related party notes payable,
secured by Company assets, interest
at 10% per annum, maturing from April 1, 2000
to November 1, 2000. 126,587
Related party note payable,
secured by gross revenues, interest
at 6% per annum, maturing November 1, 2000 80,000
Other related party notes 3,500
Total related party notes payable 248,734
Note payable, unsecured, interest
at 9% per annum, maturing
November 1, 2000 23,500
-----------
Total notes payable (all current) $ 272,234
=========
The schedule of maturities by fiscal year for all notes outstanding is as
follows:
Years ending December 31,
2000 $ 272,234
---------
Total $ 272,234
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 December 31, 1999, the fair value of the notes payable approximated
the amount recorded in the financial statements.
F-12
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 6. STOCKHOLDERS' EQUITY
Common stock
The Company as of December 31, 1998 and 1999 had 50,000,000 shares of authorized
Class A common stock, no par value, with 9,292,699 and 10,597,768 shares issued
and outstanding respectively.
Preferred stock
The Company as of December 31, 1998 and 1999 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
At December 31, 1999, the Company had stock options outstanding from stock
option awards and from an incentive stock option plan, which are described
below.
Non-employee stock options
The Company accounts for non-employee stock options under SFAS 123, whereby
options costs are recorded based at the fair value of the consideration received
or the fair value of the equity instruments issued, whichever is more reliably
measurable.
In July, 1998, the Company granted stock options, exercisable immediately, to a
consulting company as compensation for services, to purchase common shares of
Banyan Corporation as follows:
Amount Price/share Expiration date
37,500 shares $ 0.40 August 1, 2001
100,000 shares $ 0.80 August 1, 2001
100,000 shares $ 1.20 August 1, 2001
The stock options granted were issued pursuant to a consulting agreement with no
stated fee amount. The Company incurred and has accrued no material compensation
expense under these options.
F-13
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 6. STOCKHOLDERS' EQUITY (Continued):
Employee stock options
The Company applies APB Opinion 25 and related Interpretations in accounting for
employee stock options. Accordingly, no compensation cost has been recognized
for its employee stock options, nor was any compensation cost charged against
income under its employee stock options in 1998 or 1999. Had compensation cost
for the Company's employee stock option awards and incentive stock option plan
been determined based on the fair value at the grant dates for awards under the
stock option grants and incentive stock option plan consistent with the method
of FASB Statement 123, the Company's net income and earnings per share would
have been reduced to the pro forma amounts indicated below:
1998 1999
---- ----
Net income (loss) As reported $( 494,910) $ 1,848,152
Pro forma $( 494,957) $ 1,841,328
Basic and fully diluted As reported $(.06) $ .19
earnings per share
Pro forma $(.06) $ .19
In August, 1998, the Company granted stock options, exercisable immediately, to
certain officers of Anything Internet Corporation, to purchase common shares of
Banyan Corporation as follows:
Amount Price/share Expiration date
100,000 shares $ 0.50 August 31, 2000
100,000 shares $ 1.00 August 31, 2000
100,000 shares $ 2.00 August 31, 2000
These options were issued as part of the purchase price paid by Banyan
Corporation to acquire a 35.7% interest in Anything Internet Corporation.
In November, 1999 the Company granted 235,000 stock options to an employee, with
135,000 options exercisable on November 1, 2000 and for three years thereafter,
and 100,000 options exercisable on November 1, 2001 and for three years
thereafter, with all options being exercisable at $ 0.12 per share.
F-14
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 6. STOCKHOLDERS' EQUITY (Continued):
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
is granted. Each option granted will become exercisable over a ten year period
unless the optionee owns 10% 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 8,923 being
exercisable) on December 31, 1999, at an exercise price of $0.05 per share.
F-15
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 6. STOCKHOLDERS' EQUITY (Continued)
A summary of the status of the Company's stock options as of December 31, 1998
and December 31, 1999, and changes during the years ending on those dates is
presented below:
December 31, 1998 December 31, 1999
Weighted Ave. Weighted Ave.
Options Shares Exercise Price Shares Exercise Price
Outstanding at
beginning of period 11,154 $ 0.05 548,654 $ 0.05
Granted 537,500 $ 1.05 235,000 $ 0.12
Exercised
Forfeited
------------- -------------
Outstanding at
end of period 548,654 $ 1.05 783,654 $ 0.76
======= =======
Options exercisable
at period end 544,192 546,423
Weighted average fair
value of options
granted during the
the period $ 0.0038 $ 0.03
The following table summarizes information about stock options outstanding at
December 31, 1998.
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
Number Weighted Ave. Number
Range of Outstanding Remaining Weighted Ave. Exercisable Weighted Ave.
Exercise Prices at 12/31/98 Contractual Life Exercise Price at 12/31/98 Exercise Price
--------------- ----------- ---------------- -------------- ----------- ------- ------
<S> <C> <C> <C> <C> <C>
$ 0.05 - $2.00 548,654 19.54 months $1.05 544,192 $ 1.04
The following table summarizes information about stock options outstanding at
December 31, 1999.
Options Outstanding Options Exercisable
Number Weighted Ave. Number
Range of Outstanding Remaining Weighted Ave. Exercisable Weighted Ave.
Exercise Prices at 12/31/99 Contractual Life Exercise Price at 12/31/99 Exercise Price
--------------- ----------- ---------------- -------------- ----------- ------- ------
<C> <C> <C> <C> <C> <C> <C>
$ 0.05 - $2.00 783,654 24.66 months $0.76 546,423 $ 1.03
</TABLE>
F-16
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 6. STOCKHOLDERS' EQUITY (Continued)
Stock rights offering
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
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 was convicted in 1999 in U.S. District Court, Southern
District of New York for certain 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.
The Company is currently defending litigation brought by a brokerage firm in
October, 1999, alleging negligence and seeking damages of approximately
$415,000. The outcome of these proceedings is unknown at the present time.
F-17
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 8. OPERATIONS OF BUSINESS SEGMENTS,
IN GEOGRAPHIC AREAS, AND MAJOR CUSTOMERS
Business segments
The Company identifies operating segments based on differences in products or
services. The Company operates in two business segments, computer equipment
carrying case sales and web site design. Web site services are set up to
guarantee an internet retailer that its web page will appear in the first twenty
selections on at least one of the major search engines. No differences exist
between measurements of the Company's profits and losses, and assets, and those
of its segments. There have been no changes from prior periods in measurement
methods used to determine reported segment profit or loss, and the Company makes
no asymmetrical accounting allocations to segments. No material sales
transactions have taken place between the segments. Segment information on an
unconsolidated basis for 1999 is shown below (after intercompany eliminations).
Carrying Web Site Consolidated
Cases Design Total
Unaffiliated Revenue $ 125,812 $ 15,364 $ 141,176
========== ========== ==========
Operating (loss) $ (540,366) $ (40,511) $ (580,877)
Other income (expenses):
Interest revenue 1,671 1,671
Interest (expense) (19,803) (35) (19,838)
Gain on asset sale 174,703 174,703
Unrealized gain on
securities 2,390,818 2,390,818
Equity income (loss) (118,325) (118,325)
----------- ------------- -----------
1,888,698 (40,546) 1,848,152
Income tax expense - - -
----------------- ---------------- -----------------
Net income (loss) $1,888,698 (40,546) 1,848,152
========== ========== ==========
Identifiable assets $ 2,644,687 $155,123 $2,799,810
========== ========= ==========
Depreciation and amortization expense from the carrying case segment were $1,712
and $18,165 respectively. Depreciation and amortization expense from the web
site design segment were $1,614 and $5,027 respectively. Total expenditures for
long lived assets were $92,656 through the carrying case segment and $154,415
through the web site design segment.
F-18
<PAGE>
BANYAN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NOTE 8. OPERATIONS OF BUSINESS SEGMENTS,
IN GEOGRAPHIC AREAS, AND MAJOR CUSTOMERS (Continued)
Geographic areas and major customers
The Company's long term assets are all held domestically. In 1999, approximately
9.8% of revenues ($13,835) were generated internationally, and 90.2% ($127,341)
domestically, while in 1998 domestic sales represented approximately 85.7%
($176,958) of total sales, and international sales approximately 14.3%
($29,509). In 1999, t he Company's largest customer accounted for approximately
46% of total revenues ($64,941), all from the carrying case business. No other
customer accounted for over 10% of sales. In 1998 no single customer represented
more than 10% of the Company's sales.
F-19
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
DATE: October 29, 2000 By: /s/Larry Stanley
--------------------------
Larry Stanley
President & Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and dates indicated.
DATE: October 29, 2000 By: /s/Larry Stanley
--------------------------
Larry Stanley
President
Director
DATE: October 29, 2000 By: /s/ Lloyd K. Parrish Jr.
--------------------------
Lloyd K. Parrish Jr.
Director
DATE: October 29, 2000 By: /s/Jeffrey M. Rhodes
--------------------------
Jeffrey M. Rhodes
Director
