SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOURTH AMENDMENT TO
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
May 11, 2000
Date of Report (Date of earliest event reported)
BANYAN CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 000-26065 84-1346327
(State or other jur- (Commission (IRS Employer
isdiction of incor- File Number) Identification No.)
poration)
4740 Forge Rd., Bldg. 112, Colorado Springs, Colorado 80907
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (719) 531-5535
(Former name or former address, if changed since last report.)
<PAGE>
Item 1. Change in Control of Registrant
Not applicable.
Item 2. Acquisition of Assets
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.
The Company paid $100,000 in cash, assumed $8,482 of Showcase liabilities,
which it paid in cash, issued a note payable for $80,000, and issued 566,667
shares of restricted common stock valued at $70,833 in exchange for all of
Showcase's assets. The $100,000 paid in cash consisted of $100,000 received by
the Company from the sale of shares of Anything Internet Corporation stock. The
transaction has been accounted for as a purchase of assets.
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. a Kansas
corporation which is a wholly owned subsidiary of the Company. A copy of the
acquisition agreement is attached hereto as Exhibit 10.3. As part of the
acquisition, the Company has entered into an employment contract with Alan
Hillsberg, hereto attached as Exhibit 10.1
Pursuant to the acquisition agreement, the website optimizing service,
which operates a web site at www.toplisting.com, is now owned by TopListing.com
Corporation, a Colorado corporation which is a wholly owned subsidiary of the
Company. Toplisting.com guarantees that an entites website will be in the top 20
listings of their category at least one of the eight major search engines.
The reason for two acquisition agreements being used to purchase the assets
of Showcase Technologies, LLC is that originally the Company only intended to
purchase the line of hard and soft carrying cases for notebook computers and
cameras - which was treated by Showcase's owner, Alan Hillsberg, as a seperate
business within Showcase Technologies, LLC than the web optimizing service, also
with Showcase Technologies, LLC. This agreement is Exhibit 10.4 filed with the
previous version of this Form 8-K as filed on April 3, 2000, and incorporated
hereto by reference.
After the Company had completed negotiations for Showcase Technologies,
LLC's line of hard and soft carrying cases for notebook computers and cameras,
the Company decided to purchase the other seperate business then being operated
within Showcase Technologies, LLC - the web optimizing service. A seperate
agreement was entered into to purchase this service.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Public Accountant.
Not applicable.
Item 5. Other events.
The corporation has entered into a two year employment contract with Alan
Hillsberg as a Director, President and COO of Doublecase Corporation and
Toplisting.com Corporation, pursuant to which he will be paid $116,000 per year,
10% of the Company's net pre-tax profit, 20% of DC's net pre-tax profit, and
Options to purchase 235,000 shares of common stock of Banyan Corporation
(Employer parent corporation) at $0.1187 per share. He is also entitled to
medical and dental insurance and such other benefits as received by the other
executive officers.
Item 6. Resignations of Registrant's Directors
Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
A. Financial Statements Of Business Acquired
<PAGE>
SHOWCASE TECHNOLOGIES, LLC
FINANCIAL STATEMENTS
December 31, 1997,
December 31, 1998,
& September 30, 1999
<PAGE>
SHOWCASE TECHNOLOGIES, LLC
Financial Statements
TABLE OF CONTENTS
Page
INDEPENDENT AUDITOR'S REPORT ON
THE FINANCIAL STATEMENTS F-1
FINANCIAL STATEMENTS
Balance sheets F-2
Statements of operations F-3
Statements of members' equity F-4
Statements of cash flows F-5
Notes to financial statements F-6
<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
To the Members
Showcase Technologies, LLC
Colorado Springs, Colorado
I have audited the accompanying balance sheets of Showcase Technologies, LLC as
of December 31, 1997, December 31, 1998, and September 30, 1999 and the related
statements of operations, members' equity and cash flows for the periods then
ended. 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 financial statements referred to above present fairly, in all
material respects, the financial position of Showcase Technologies, LLC as of
December 31, 1997, December 31, 1998, and September 30, 1999 and the results of
its operations and its cash flows for the periods then ended in conformity with
generally accepted accounting principles.
Aurora, Colorado /s/RONALD R. CHADWICK, P.C.
July 21, 2000 RONALD R. CHADWICK, P.C.
F-1
<PAGE>
<TABLE>
<CAPTION>
SHOWCASE TECHNOLOGIES, LLC
BALANCE SHEETS
Dec. 31, Dec. 31, Sept.
30,
1997 1998
1999
----------------- -----------------------
-----------------
ASSETS
Current assets
<S> <C> <C> <C>
Cash $ 27,835 $ 3,716
$ -
Inventory 18,042
25,893 32,027
----------------- -----------------------
-----------------
Total current assets 45,877
29,609 32,027
Patent 2,772
2,464 2,233
Other 311
426 225
----------------- -----------------------
-----------------
Total Assets $ 49,075 $ 32,384
$ 34,485
================= =======================
=================
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
Bank overdraft $ - $ -
$ 5,026
Related party payable 102,503
72,552 31,957
----------------- -----------------------
-----------------
Total current liabilties 102,503
72,552 36,983
----------------- -----------------------
-----------------
Total Liabilities 102,503
72,552 36,983
----------------- -----------------------
-----------------
Members' Equity (53,428)
(40,168) (2,498)
----------------- -----------------------
-----------------
Total Liabilities and Members' Equity $ 49,075 $ 32,384
$ 34,485
================= =======================
=================
</TABLE>
The accompanying notes are an integral part of the
financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
SHOWCASE TECHNOLOGIES, LLC
STATEMENTS OF OPERATIONS
Nine Months
Year Ended Year Ended Ended
Dec. 31, Dec. 31, Sept. 30,
1997 1998 1999
------------------ ----------------- -------------------
<S> <C> <C> <C>
Sales $ 269,306 $ 270,954 $ 201,214
Cost of sales 194,396 185,880 113,336
------------------ ----------------- -------------------
Gross margin 74,910 85,074 87,878
Operating expenses 44,956 71,814 50,208
------------------ ----------------- -------------------
Income (loss) from operations 29,954 13,260 37,670
Other income (expense)
- - -
------------------ ----------------- -------------------
Income (loss) before provision
for income taxes 29,954 13,260 37,670
Provision for income tax
- - -
------------------ ----------------- -------------------
Net income (loss) $ 29,954 $13,260 $ 37,670
================== ================== ===================
</TABLE>
Theaccompanying notes are an integral part of the
financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
SHOWCASE TECHNOLOGIES, LLC
STATEMENTS OF MEMBERS' EQUITY
For the Years Ended December 31, 1997 & 1998, and the Nine
Months Ended September 30, 1999
<S> <C>
Members' equity, January 1, 1997 $(83,382)
Income (loss) for the period 29,954
Members' equity, December 31, 1997 $( 53,428)
Income (loss) for the period 13,260
Members' equity, December 31, 1998 $( 40,168)
Income (loss) for the period 37,670
Members' equity, September 30, 1999 $( 2,498)
</TABLE>
The accompanying notes are an integral part of the
financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
SHOWCASE TECHNOLOGIES, LLC
STATEMENTS OF CASH FLOWS
Nine Months
Year Ended Year Ended Ended
Dec. 31, Dec. 31, Sept. 30,
1997 1998 1999
--------------- --------------- ---------------
Cash Flows From Operating Activities:
<S> <C> <C> <C>
Net income (loss) $ 29,954 $ 13,260 $ 37,670
Adjustments to reconcile net income to net cash provided by (used for)
operating activities:
Depreciation
192 115 86
Amortization
308 308 231
Inventory (2,676) (7,851) (6,134)
--------------- --------------- ---------------
Net cash provided by (used for)
operating activities 27,778 5,832 31,853
--------------- --------------- ---------------
Cash Flows From Financing Activities:
Payment of related party payable (29,951) (40,595)
--------------- --------------- ---------------
Net cash provided by (used for)
financing activities - (29,951) (40,595)
--------------- --------------- ---------------
Net Increase (Decrease) In Cash 27,778 (24,119) (8,742)
Cash At The Beginning Of The Period 27,835 3,716
57
--------------- --------------- ---------------
Cash At The End Of The Period $ 27,835 $ 3,716 $ (5,026)
=============== =============== ===============
</TABLE>
The accompanying notes are an integral part of the
financial statements.
F-5
<PAGE>
SHOWCASE TECHNOLOGIES, LLC
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Showcase Technologies, LLC (the "Company"), was organized as a limited liability
company in the state of New York in May, 1995. The Company manufactures and
distributes hard carrying cases for portable notebook computers and data storage
devices.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
Accounting year and method
The Company employs a calendar accounting year, and uses the accrual basis of
accounting.
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.
Organization costs
Organization costs are expensed as incurred.
Property and equipment
Property and equipment are recorded at cost and depreciation is recorded using
the double declining balance method over the estimated lives of the assets.
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.
F-6
<PAGE>
SHOWCASE TECHNOLOGIES, LLC
NOTES TO FINANCIAL STATEMENTS - Continued
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued):
Patent
Patent work has been recorded at cost and amortized based on the straight line
method over ten years. Amortization expense was $308 in 1997 and 1998, and $231
for the nine months ended September 30, 1999.
Revenue recognition
Revenue is recognized by the Company when a product is shipped to a customer.
The Company will recognize revenues from its web page design business when
services have been successfully completed.
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.
Income tax
The Company is treated as a partnership for income tax purposes, and therefore
does not accrue or pay income tax at the partnership level.
Operating segments
The Company identifies operating segments based on differences in products or
services. At September 30, 1999 in addition to its carrying case business, the
Company was completing a separate business segment to provide internet retailers
with web page design services. The 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. Operations from this segment had not
commenced as of September 30, 1999.
F-7
<PAGE>
SHOWCASE TECHNOLOGIES, LLC
NOTES TO FINANCIAL STATEMENTS - Continued
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued):
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 transactions take place between the segments.
Products and services, geographic areas, and major customers
All the Company's sales were to external customers. The Company sells to
domestic, Canadian and European customers, and had no one major customer
accounting for over 10% of its sales. The Company's long term assets are all
held domestically.
NOTE 2. RELATED PARTY TRANSACTIONS
The Company has borrowed funds from its general manager to meet working capital
needs, resulting in a related party payable of $120,503, $72,552, and $31,536 at
December 31, 1997, December 31, 1998 and September 30, 1999 respectively. The
related party payable is non-interest bearing and due on demand.
NOTE 3. SUBSEQUENT EVENTS
On November 1, 1999 all the Company's assets were acquired by Banyan Corporation
in a transaction accounted for as a purchase.
F-8
<PAGE>
B. Pro Forma Combines Financial Statements
BANYAN CORPORATION (and Subsidiary), and
SHOWCASE TECHNOLOGIES, LLC
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and September 30, 1999
Basis of Presentation
The following pro forma consolidated balance sheet as of September 30, 1999, and
pro forma consolidated statements of operations for the year ended December 31,
1998 and nine months ended September 30, 1999 between Banyan Corporation and
Showcase Technologies, LLC, are presented to show what effects the asset
purchase of Showcase Technologies, LLC by Banyan Corporation on November 1, 1999
might have had on historical financial information had the transaction taken
place on an earlier date. The pro forma consolidated financial statements are
derived from the historical financial statements of Banyan Corporation and
Showcase Technologies, LLC, and assume that for balance sheet purposes the
transaction occurred on September 30, 1999, and for statement of operations
purposes on January 1, 1998 with resulting effects through September 30, 1999.
The pro forma consolidated financial statements should be read in conjunction
with the historical financial information. The pro forma consolidated financial
statements are not necessarily indicative of the result that would have been
attained had the transaction actually taken place earlier.
F-20
<PAGE>
<TABLE>
<CAPTION>
BANYAN CORPORATION (and Subsidiary) and
SHOWCASE TECHNOLOGIES, LLC
PRO FORMA CONSOLIDATED BALANCE SHEET
September 30, 1999
Banyan Showcase
Adjustments End
Corporation Tech., LLC (Note
1) Balance
----------------- ---------------- ----------------
----------------
ASSETS
Current assets
<S> <C> <C> <C>
<C>
Cash $ 28,872 $ - $ 108,402 A
$ 28,872
(108,402)
Accounts receivable
75,078 75,078
Inventory 36,976 32,027 681
B 69,684
Prepaid expenses
7,261 7,261
----------------- ---------------- ----------------
----------------
Total current assets 148,187 32,027
681 180,895
----------------- ---------------- ----------------
----------------
Fixed assets
Furniture and fixtures
11,921 11,921
Equipment and tooling 15,648 1,000 (1,000)
C 15,648
----------------- ---------------- ----------------
----------------
27,569 1,000
(1,000) 27,569
less accumulated depreciation (17,175) (775) 775
C (17,175)
----------------- ---------------- ----------------
----------------
10,394 225
(225) 10,394
----------------- ---------------- ----------------
----------------
Other assets
Trademarks and licenses, net 26,434 2,233 (2,233)
C 26,434
Goodwill 226,607
D 226,607
Other 7,200
7,200
----------------- ---------------- ----------------
----------------
33,634 2,233
224,374 260,241
----------------- ---------------- ----------------
----------------
Total Assets $ 192,215 $ 34,485 $
224,830 $ 451,530
================= ================ ================
================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 121,893 $
- $ 121,893
Bank overdraft 5,026 (5,026)
C -
Accrued salaries and related exp.
38,026 38,026
Related party payable 31,957 (31,957)
C -
Accrued interest
230,692 230,692
----------------- ---------------- ----------------
----------------
Total current liabilties 390,611 36,983
(36,983) 390,611
Notes payable 105,234 80,000
E 185,234
----------------- ---------------- ----------------
----------------
Total Liabilities 495,845 36,983
43,017 575,845
----------------- ---------------- ----------------
----------------
Stockholders' Deficit
Preferred stock, Class A: no par value;
500,000 shares authorized; 187,190 issued and out.;
callable at $2.75 per share and convertible
334,906 334,906
Common stock, Class A: no par value;
50,000,000 shares authorized;
9,879,746 issued and outstanding 3,327,598 179,315
F 3,506,913
(10,594,441 after adjustments)
Accumulated deficit (3,966,134)
(3,966,134)
Members' equity ( 2,498) 2,498 G
----------------- ---------------- ----------------
----------------
-----------------
----------------
Total Stockholders' Deficit (303,630) ( 2,498)
181,813 (124,315)
----------------- ---------------- ----------------
----------------
Total Liabilities and Stockholders' Deficit $ 192,215 $ 34,485 $
224,830 $ 451,530
================= ================ ================
================
</TABLE>
F-21
<PAGE>
<TABLE>
<CAPTION>
BANYAN CORPORATION (and Subsidiary) and
SHOWCASE TECHNOLOGIES, LLC
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For The Year Ended December 31, 1998
Banyan Showcase
Adjustments End
Corporation Tech., LLC (Note 1)
Balance
-------------------- ------------------- ------------------
-------------------
<S> <C> <C> <C>
<C>
Sales, net $ 206,467 $ 270,954 $ -
$ 477,421
Cost of sales
69,006
185,880 254,886
-------------------- ------------------- ------------------
-------------------
Gross margin 137,461 85,074
- 222,535
Research & development - -
Selling, general and administrative expenses 573,317 71,814 161,322
H 806,453
-------------------- ------------------- ------------------
-------------------
Gain (loss) from operations (435,856) 13,260
(161,322) (583,918)
Other income (expense)
Interest expense (22,913) (4,800)
I (27,713)
Gain (loss) on sale of assets
3,449 3,449
Equity income of Anything Internet Corporation
(39,590) (39,590)
-------------------- ------------------- ------------------
-------------------
Income (loss) before provision for income taxes (494,910) 13,260
(161,122) (647,772)
Provision for income tax
- -
- -
-------------------- ------------------- ------------------
-------------------
Net income (loss) $ (494,910) $13,260 $ (161,122)
$ (647,772)
==================== =================== ==================
===================
Net income (loss) per share
(Basic and fully diluted) $ (0.06)
$ (0.07)
====================
===================
Weighted average number of
common shares outstanding
8,359,433 8,926,100
====================
===================
</TABLE>
F-22
<PAGE>
<TABLE>
<CAPTION>
BANYAN CORPORATION (and Subsidiary) and
SHOWCASE TECHNOLOGIES, LLC
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For The Nine Months September 30, 1999
Banyan Showcase
Adjustments End
Corporation Tech., LLC (Note 1)
Balance
------------------- -------------------- -------------------
-----------------
<S> <C> <C> <C>
<C>
Sales, net $ 116,497 $ 201,214 $ -
$ 317,711
Cost of sales 43,121
113,336 156,457
------------------- -------------------- -------------------
-----------------
Gross margin 73,376 87,878 $
- 161,254
Research & development - -
Selling, general and administrative expenses 367,156 50,208 120,991
J 538,355
------------------- -------------------- -------------------
-----------------
Gain (loss) from operations (293,780) 37,670
(120,991) (377,101)
Other income (expense)
Interest expense (12,767) (3,600)
K (16,367)
Equity income of Anything Internet Corporation
(118,325) (118,325)
------------------- -------------------- -------------------
-----------------
Income (loss) before provision for income taxes (424,872) 37,670
(124,591) (511,793)
Provision for income tax
- -
- -
------------------- -------------------- -------------------
-----------------
Net income (loss) $ (424,872) $ 37,670 $ (124,591)
$ (511,793)
=================== ==================== ===================
=================
Net income (loss) per share
(Basic and fully diluted) $ (0.04)
$ (0.05)
===================
=================
Weighted average number of
common shares outstanding
9,586,223 10,152,890
===================
=================
</TABLE>
F-23
<PAGE>
BANYAN CORPORATION (and Subsidiary), and
SHOWCASE TECHNOLOGIES, LLC
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and September 30, 1999
NOTE 1. SUMMARY OF TRANSACTION
Effective November 1, 1999 Banyan Corporation issued 566,667 shares of common
stock valued at $70,833, paid cash of $108,482 raised from sale of Anything
Internet common stock, and issued a note for $80,000 to purchase the net assets
of Showcase Technologies, LLC, valued at $32,708. The difference between the
consideration paid of $259,315 and the net assets acquired was allocated to
goodwill in the amount of $226,607. Statement of operations adjustments include
interest on the issued note, goodwill amortization of $22,661 in 1998 and
$16,996 in 1999 (including in selling, general and administrative expenses), and
salary payments under a transaction related employment agreement of $116,000 in
1998 and $87,000 in 1999, also included under selling, general and
administrative expenses. Pro forma adjustments from the pro forma financial
statements are referenced below.
(A) Cash raised from sale of Anything Internet Corporation stock and paid as
part of purchase price of Showcase.
(B) Inventory adjustment to reflect November 1, 1999 valuation of Showcase
inventory.
(C) Adjustments to eliminate items no longer on Showcase books at November 1,
1999.
(D) Adjustment to record goodwill from November 1, 1999 purchase of Showcase.
(E) Adjustment to record $80,000 note issued as partial payment for Showcase.
(F) Adjustment to record increase in equity in Banyan Corporation from purchase
of Showcase. Consists of 566,667 common shares valued at $70,833 and
$108,482 from the sale of Anything Internet Corporation stock, for a total
of $179,315.
(G) Adjustment to eliminate Showcase equity pursuant to acquisition by Banyan
Corporation on November 1, 1999.
(H) Adjustment to record additional expenses from Showcase purchase. Consists
of $116,000 in salary expense from an employment agreement and $45,322 in
amortized goodwill.
(I) Interest expense from $80,000 loan incurred to complete Showcase purchase
transaction.
(J) Adjustment to record additional expenses from Showcase purchase. Consists
of $87,000 in salary expense from an employment agreement and $33,991 in
amortized goodwill. Amortization of goodwill is expensed over a five year
period
(K) Interest expense from $80,000 loan incurred to complete Showcase purchase
transaction.
F-24
<PAGE>
C. INDEX TO EXHIBITS
The following exhibits are filed as a part of this disclosure statement:
Exhibit
Number Description
- ------- -----------
10.1 Employment Agreement With Alan Hillsberg*
10.2 Asset Purchase Agreement For TopListing***
10.3 Asset Purchase Agreement For For Showcase*
10.4 Asset Purchase Agreement between Toplisting.com
and Showcase Technologies**
* Incorporated by reference to the Company's Form 8-k dated January 10, 2000.
** Incorporated by reference to the Company's Form 8-k dated April 3, 2000.
***Filed in error and withdrawn
Item 8. Change in Fiscal Year
Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf the
undersigned hereunto duly authorized.
Date: October 29, 2000
BANYAN CORPORATION
BY:__/s/Lawrence Stanley___
Lawrence Stanley
President
<PAGE>
