SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 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, 2002Commission File Number 0-26065 BANYAN CORPORATION 
  (Exact name of registrant as specified in Its charter)

| | Oregon                                                               | 84-1346327                                    | 
| | -------------------------------------------------------------------- | --------------------------------------------- | 
| |                                                                      |                                               | 
| | (State
      or other jurisdiction of Incorporation or Organization) | (IRS
      Employer
      Identification No.) | 
| |                                                                     

Suite 500, 1925 Century Park East, Los Angeles, CA 90067
  
  (Address of Principal Executive offices)           (Zip
  Code)

Registrant's telephone number, with area code: (800) 808-0899
  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 [XX]   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. [XX]

State Issuer's Revenues for its most recent fiscal year. $798,128

Aggregate market value of the voting stock held by non-affiliates
  of registrant: $3,810,210 as of April 10, 2003

Number of shares outstanding as of April 10, 2003: Class A
  Common 47,093,738 Class A preferred stock 187,190

Documents incorporated by reference: Yes [XX]   No

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THIS REPORT MAY CONTAIN CERTAIN "FORWARD-LOOKING" STATEMENTS
  AS SUCH TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
  OR BY THE SECURITIES AND EXCHANGE COMMISSION IN ITS RULES, REGULATIONS AND RELEASES,
  WHICH REPRESENT THE REGISTRANT'S EXPECTATIONS OR BELIEFS, INCLUDING BUT NOT
  LIMITED TO, STATEMENTS CONCERNING THE REGISTRANT'S OPERATIONS, ECONOMIC PERFORMANCE,
  FINANCIAL CONDITION, GROWTH AND ACQUISITION STRATEGIES, INVESTMENTS, AND FUTURE
  OPERATIONAL PLANS. FOR THIS PURPOSE, ANY STATEMENTS CONTAINED HEREIN THAT ARE
  NOT STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS.
  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WORDS SUCH AS "MAY," "WILL,"
  "EXPECT," "BELIEVE," ANTICIPATE," "INTENT," "COULD," "ESTIMATE," "MIGHT," OR
  "CONTINUE" OR THE NEGATIVE OR OTHER VARIATIONS THEREOF OR COMPARABLE TERMINOLOGY
  ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS BY THEIR
  NATURE INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND
  THE REGISTRANT'S CONTROL, AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING
  ON A VARIETY OF IMPORTANT FACTORS, INCLUDING UNCERTAINTY RELATED TO ACQUISITIONS,
  GOVERNMENTAL REGULATION, MANAGING AND MAINTAINING GROWTH, THE OPERTIONS OF THE
  COMPANY AND ITS SUBSIDIARIES, VOLATILITY OF STOCK PRICE AND ANY OTHER FACTORS
  DISCUSSED IN THIS AND OTHER REGISTRANT'S FILINGS WITH THE SECURITIES AND EXCHANGE
  COMMISSION.

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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.

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).

On February 28, 1988, the Company's Articles of Incorporation
  were amended. The purpose of the amendment was: to change the name of the corporation
  from Omni-Tech International Corporation to Interactive Data Vision, Inc. and
  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.

On December 29, 1995, the Company's Articles of Incorporation
  were amended to change the name of the corporation from Interactive Data Vision
  to Banyan Corporation and to create a Class B preferred stock by authorizing
  500,000 shares of Class B Preferred, no par value.

MATERIAL CHANGES

In 2002, the Company issued 29,517,778 shares of its Class
  A common stock. There have been no repurchase, retirements, splits or dividends
  of the Company's Class A common stock during 2002 or 2001. On December 31, 2002,
  there were 43,451,846 shares of the Company's Class A common stock and 187,190
  shares of the Company's Class A preferred stock issued and outstanding.

On May 7, 2001, the Company made an offer to purchase all
  of the issued and outstanding shares of Franchise Support Network, Inc. (FSN)
  in exchange for 34,047,666 shares of the Companys Class A common stock.
  The Company issued an aggregate of 24,000,000 shares of its Class A common stock
  to the shareholders of FSN, Michael and Cory Gelmon, who are also the Companys
  chief executive and chief financial officer, respectively, on November 30, 2002.
  The transaction has been accounted for by the Company under guidance provided
  by SAB No. 48 (Topic 5-G), Transfers of Nonmonetary Assets by Promoters or
  Shareholders. Accordingly, the assets of FSN have been recorded at the transferors
  historical cost basis, which is zero, as FSN had no assets as of the acquisition
  date and had not commenced operations and

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expenses since inception are not material. At December 31,
  2002, Michael and Cory Gelmon hold 27,040,000 shares of Class A common stock,
  or approximately 62% of the issued and outstanding Class A common stock. As
  of April 10, 2003, there are 10,047,666 shares to be issued to Cory and Michael
  Gelmon for the acquisition of Franchise Support Network, Inc. when they become
  available for issue.

In September 2001, the Company, entered into an agreement
  with Advanced Health Center, Inc. (Advanced) of Lake Charles, Louisiana
  to purchase three chiropractic clinics and their operating assets for $1,150,000.
  On June 26, 2002, the Companys wholly-owned subsidiary, Chiropractic USA,
  Inc. assigned its right to acquire the clinics to Southern Health Care, Inc.,
  (Southern) a newly formed Colorado holding company with no other
  assets, in exchange for a management agreement and franchise agreements. Southern
  is wholly owned by the chief executive officer and the chief financial officer
  of the Company. This assignment was undertaken at the request of the financial
  institution funding the acquisition to accommodate their desired organizational
  structure for the transaction. On July 29, 2002, Southern completed the acquisition
  of Advanced. Southern acquired accounts receivable of $973,469 and furniture,
  fixtures and equipment of $176,531 in exchange for $900,000 cash, notes payable
  of $200,000 and the Company issued 277,778 shares of its Class A common stock
  valued at $50,000.

On October 10, 2002, the Companys board of directors
  initiated a plan to sell the Companys wholly-owned subsidiary, DoubleCase
  Corporation. On October 30, 2002, the Company sold all of the common shares
  of its wholly-owned subsidiary DoubleCase Corporation (DoubleCase)
  to Global Case Corporation for cash consideration of $1. At the date of disposition,
  the liabilities exceeded the fair value of the assets of DoubleCase by approximately
  $656,000. During the period ended October 30, 2002 and the year ended December
  31, 2001, DoubleCase had revenues of approximately $212,800 and $409,400, respectively,
  and net losses of approximately $188,800 and $210,800, respectively.

In May 2001, the Company entered an agreement with Cory and
  Michael Gelmon for the purchase of the Chiropractic USA business plan for what
  would become Chiropractic USA, Inc., a wholly owned subsidiary of the Company,
  which was incorporated as a Colorado company. Chiropractic USA, Inc. has been
  established to roll out the franchising and acquisition of chiropractic clinics
  across the United States. The Company issued 2,000,000 shares of its Class A
  common stock, valued at $60,000 ($0.03 per share, which was equal to the closing
  market price on the agreement date) as consideration for the business plan.

In May 2001, the Company entered into management agreements
  with Cory and Michael Gelmon to act as president and chief executive officer,
  respectively, of the Company. Michael and Cory Gelmon were also appointed directors
  of the Company.

During 2002, Lloyd Parrish resigned as a director of the Company.
  Currently, only Michael and Cory Gelmon are serving as directors of the Company.
  Lawrence Stanley, the previous president and chief executive officer resigned
  his positions and subsequently resigned as a director of the Company on October
  1, 2001. Jeffrey Rhodes resigned as a director of the Company on April 27, 2001.

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In June 2001, the Company settled its lawsuit with Inform
  Worldwide Holdings, Inc. A mutual release was exchanged between the companies
  with the lawsuits being withdrawn. In addition, as part of the settlement, Inform
  Worldwide Holdings, Inc. purchased a substantial portion of the Inform Worldwide
  Holdings, Inc. shares owned by the Company for $176,962.

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 was a wholly-owned
  subsidiary of the Company. The Showcase assets and product line, comprised of
  notebook computer carrying cases, were placed into DoubleCase Corporation, a
  Kansas corporation wholly owned by the Company. In June 2001, the Company sold
  all of the common shares of TopListing.com to the former president of the Company
  in exchange for a reduction of $35,000 in notes payable to him. During the period
  ended June 4, 2001, TopListing.com Corporation had revenues of approximately
  $32,300 and a net loss of approximately $117,900.

EMPLOYEES

Banyan currently employs one part time and two, full time
  employees. In addition, Southern Health Care, Inc. employs twenty-six full time
  employees at its Lake Charles, Sulphur and Iowa, Louisiana locations.

BUSINESS

Banyan Corporation is a publicly traded holding company focused
  on implementation of the Chiropractic USA development plan.

CHIROPRACTIC USA, INC.

In May, 2001 the Company acquired the Chiropractic USA development
  and consolidation plan for chiropractic clinics. Chiropractic USA, Inc. ("CUSA")
  was incorporated in Colorado in May 2001 to operate the plan. CUSA is currently
  based in Los Angeles, California, to create the first national brand of chiropractic
  clinics in the United States. The chiropractic market has not experienced consolidation
  or branded cohesion of any kind on a national scale. Corporately owned or franchised
  clinics will operate pursuant to a uniform business and operating format under
  the CUSA corporate identity banner, and will enjoy access to the major insurers
  as approved practitioners. Tremendous economies of scale exist for CUSA clinics
  including comprehensive marketing and advertising, strengthened purchasing power,
  availability of malpractice insurance under the corporate banner, and efficient
  back office and account functions, thereby creating a competitive edge in the
  marketplace.

CUSA's franchise strategies will establish and grow its chain
  of clinics in this fragmented industry. Currently there are almost 80,000 licensed
  practitioners, and the industry is increasing

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every year with approximately 3,000 new graduates. Combined,
  these practitioners are available to treat the ever-growing base of patients
  seeking competent chiropractic care. The opportunity for consolidation, which
  exists in the market, combined with CUSA's management team, its vast expertise
  in franchising, marketing, finance, law, real estate, and chiropractic practice,
  provides for a compelling business opportunity.

The future of chiropractic has enormous potential given its
  wide acceptance and an increasingly aging population within the U.S. There were
  twenty-one million Americans that visited a chiropractor last year, and the
  cost for low back pain treatment is estimated to be $50 billion annually. Continued
  population growth, advanced chiropractic treatments, increased health care,
  and greater health consciousness all assure the chiropractic industry a future
  of expanding service. These factors, combined with the absence of a national
  branded chain, have created a void in the marketplace and a significant opportunity
  for CUSA.

The clinics purchased by Southern Health Care, Inc., in July
  of 2002, began operations under a comprehensive management and operations agreement.
  The management agreement under which Chiropractic USA, Inc. will operate the
  Louisiana Clinics for Southern Health Care, Inc. will result in consolidating
  the operations of Southern Health Care, Inc. into the financial statements of
  Chiropractic USA, Inc. and as such will be included in the consolidated financial
  statements of the Registrant, as provided by Emerging Issues Task Force Consensus
  97-2, Application of FASB Statement No. 94 and APB Opinion No. 16 to Physician
  Practice Management Entities and Certain Other Entities with Contractual Management
  Arrangements.

In addition to CUSA's management team, which is conversant
  in both chiropractic care and franchising, Dr. Terry Yochum, an illustrious
  member of the chiropractic community, is the chairman of the advisory board
  of CUSA. His textbook, *Essentials of Skeletal Radiology* is a required
  text at every chiropractic college in the world and is used as a reference source
  at over one hundred medical schools. He is currently director of the Rocky Mountain
  Chiropractic Radiological Center in Denver, Colorado as well as an instructor
  in Skeletal Radiology at the University of Colorado School of Medicine in Denver.

In December, 2002, CUSA announced an agreement in principle
  with world renowned Chiropractic Coach Dr. CJ Mertz to collectively proceed
  with the development of CUSAs national franchise program. Dr. Mertz had
  a large volume practice in California before starting Waiting List Practice
  seminars in 1986. Through an outpouring of peer requests nationwide, Dr. Mertz
  became Coach CJ and founded The Waiting List Practice Chiropractic
  Training Organization (www.teamwlp.com). Since 1984, Coach CJ has traveled almost
  three million miles teaching more than six hundred seminars. He has trained
  with nearly seven thousand chiropractors and has visited over one thousand private
  practices. Team WLP has successfully built more practices seeing greater than
  four hundred patient visits per week profitably, than any other coaching program
  in history. Dr. Mertz has received numerous awards from the chiropractic profession
  including Chiropractor of the Year, Entrepreneur of the Year, and a Humanitarian
  Award. Currently Coach CJ is one of the most sought after speakers in the world.
  He has been the lead speaker for Parker Seminars; New Beginnings; Quest Seminars;
  Canadian Masters; Chiropractic Biophysics; Australian Dynamic Growth and nearly
  every major

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Chiropractic College. Coach CJ has revolutionized chiropractic
  training with the creation of the ProSkills TMCoaching
  Program. Since developing these practice tools, troubleshooting for over 6,000
  chiropractors has become a science for Coach CJ.

The agreement in principle sees Dr. Mertz becoming an immediate
  shareholder in the Company and allows for a significant equity position to be
  earned over time. CUSA will utilize Team WLP in its system to encourage maximum
  potential for its franchisees. Additionally, Dr. Mertz will have a significant
  role in positioning the franchise for maximum growth potential as well as strategic
  planning and execution.

While the main focus of CUSA is franchising chiropractic clinics,
  it is important to own some of its own operations. Additional acquisitions will
  be reviewed on an ongoing basis with a view of acquiring cash flowing assets
  if a reasonable purchase price can be achieved.

Growth and Development

The Company has developed a template for each of its clinic
  locations. The Company will grow its business utilizing the following development
  strategies:

- Clinic Acquisitions. The Company will acquire small
      chains or stand-alone clinics. These clinics will be re-branded under the
      CUSA marks, logos, banners, operating systems, and uniform operating format.
- Partnership Development. Build clinics for graduating
      chiropractors and establish partnership arrangements, whereby the clinic
      ultimately becomes wholly owned by the chiropractor in a franchise arrangement
      with CUSA.
- Franchised Clinics. Two types: (i) conversions of established
      clinics to the Company's brand and (ii) new franchisees.
- Area Developers ("AD"). Each AD will be awarded an exclusive
      territory in which to develop CUSA locations. AD focus will be to find new
      franchisees as well as convert existing practitioners to CUSA brand.

Benefits for Franchisees

CUSA offers the following advantages to its franchisees:

- Recognized national brand with uniform logo, clinic design, and operating
    systems.
- Centralized accounting, marketing, billing, collections, and interface with
    insurers.
- Economies of scale relative to national and regional marketing and advertising
    programs.
- Franchised clinics allow the doctor to focus on patients, while the Company
    focuses on business administration.
- Preferential financing packages for start up practitioners.
- CUSA practitioners will be on the approved list of major insurance carriers.
    Practitioners must meet the highest level of industry standards for inclusion
    as CUSA doctor.

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Current Status

While CUSA intends to grow rapidly by way of utilizing its
  franchise model, it began its operations by purchasing three chiropractic
  clinics from Advanced Health Center, Inc. of Lake Charles, Louisiana. All three
  facilities are well established with thriving practices and are fully equipped
  with an array of state-of-the-art chiropractic equipment. On a consolidated
  basis, the three clinics grossed approximately $800,000 in revenues for the
  period beginning July 29, 2002 through December 31, 2002.

On March 31, 2003,Banyan Corporation announced that
  its subsidiary, CUSA, Inc. entered into a franchise agreement with Dr. Bruce
  Wong of Honolulu, Hawaii to convert his exceptional practice into CUSAs
  first franchisee location. In addition, CUSA and Dr. Wong have entered an area
  development agreement for the development of CUSA franchised chiropractic clinics
  in the State of Hawaii. The franchise agreement converts Wong Family Chiropractic,
  one of the most successful chiropractic operations in the United States, into
  a CUSA franchisee, effective June 1, 2003. In addition, Dr. Jae Chang, an associate
  practicing with Dr. Wong, has been approved as a CUSA franchisee and will be
  opening his own CUSA franchise clinic in Honolulu this summer.

Dr. Wong has also entered into an extensive Area Development
  Agreement with CUSA that will see him develop up to 100 Chiropractic USA Clinics
  in Hawaii over the term of the agreement.

Currently, CUSA is in negotiations with various other potential
  area developers for the franchise rollout. We anticipate closing some of these
  agreements by the end of the second quarter of 2003. In addition, CUSA is conducting
  various other negotiations and reviews of other opportunities for further acquisitions.

BANYAN FINANCIAL SERVICES, INC.

On April 8, 2003, Banyan Corporation announced the creation
  of Banyan Financial Services, Inc. (Banyan Financial) (a Colorado corporation),
  a wholly-owned subsidiary, to provide practice finance solutions to the Chiropractic,
  Medical, Dental and Healthcare communities. Initially created to assist CUSA
  franchisees and the Chiropractic community by offering affordable practice finance
  options, Banyan Financial will serve other healthcare professionals and the
  healthcare services community as well.

Banyan Financial, headquartered in New Jersey, announced the
  appointment of Mark Eric Bailey as President. Whereas Banyan Corporation's President,
  Cory Gelmon and CEO, Michael Gelmon are franchise lawyers who created Domino's
  Pizza of Canada Ltd. and built the Domino's system in Canada to 200 stores before
  selling out, Mr. Bailey has been actively engaged in real estate, development
  and business finance for the past 25 years. He founded Capital4Healthcare and
  Capital4Business years ago to serve the healthcare and small business communities
  respectively.

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FRANCHISE SUPPORT NETWORK, INC.

Franchise Support Network, Inc. ("FSN") was established to
  exploit opportunities that become available in franchised companies by acquiring
  the company, or their royalty streams and consolidating with other similar companies
  that have been acquired by FSN. In this way, royalty streams are acquired while
  at the same time costs can be reduced due to the various franchise groups operating
  under the same banner and thereby rationalizing costs across all systems. In
  this way, assets will have a greater value than the amount paid for them, as
  the corresponding costs of operations are reduced. In essence, this allows for
  the acquisition of undervalued assets together with existing royalty streams
  being consolidated under one roof.

DOUBLECASE CORPORATION

On October 30, 2002, the Registrant sold all of the common
  shares of its wholly-owned subsidiary, DoubleCase Corporation ("DoubleCase")
  to Global Case Corporation.

DoubleCase Corporation, was a wholly owned subsidiary of the
  Company and was involved in the design, manufacturing and marketing of personal
  computer accessory products, most notably a line of hard-sided carrying cases
  for notebook computers and portable electronic devices.

ITEM 2.         DESCRIPTION
  OF PROPERTY

The Company, and its wholly-owned subsidiary CUSA share office
  space in Los Angeles, California at 1925 Century Park East, Suite 500 under
  an office sharing arrangement for approximately $250 per month. Additionally,
  Southern Health Care Inc. leases three facilities for its Lake Charles, Sulphur
  and Iowa chiropractic clinics, located at 2301 East Prien Lake Road, 700 East
  Miller Avenue and 1546 East Napoleon, respectively, for aggregate monthly rents
  of $9,500.

ITEM 3.         LEGAL PROCEEDINGS

A former president and chief executive officer of the Company
  was convicted in 1999 in U.S. District Court, Southern District of New York
  of securities violations occurring in 1996. No allegations have been made against
  the Company. The eventual affect of these proceedings, if any, on the Company's
  business undertakings is unknown at the present time. However, the Company has
  indemnified the former president against all expenses, fees, fines and judgments
  as they relate to the criminal charges, conviction and appeal of his conviction.
  During the years ended December 31, 2002 and 2001 the Company has spent approximately
  $60,000 and $75,000 on behalf of the former president.



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In July 2000, the Company, through mediation, settled litigation
  for $140,000 brought by a brokerage firm in October 1999, alleging negligence.
  The Company executed a settlement agreement and deposited with the court 15,000
  shares of Class A preferred stock of IWWH accompanied by an executed stock powers.
  The brokerage firm may liquidate the shares in the event the Company defaults
  under the terms of the agreement. The Company has paid approximately $27,000
  of the settlement amount. In January 2001, the Company defaulted and a stipulated
  money judgment was filed with the court. The shares of IWWH Class A preferred
  stock were transferred to the brokerage firm. The brokerage firm has not notified
  the Company if the shares have been liquidated and applied to amounts owed by
  the Company. During 2002, the Company wrote off the value of the IWWH Class
  A preferred stock recorded on its books, since the Company is unable to determine
  what the disposition of the IWWH Class A preferred stock was, if any. The amount
  due of approximately $141,200 is included in other liabilities and at December
  31, 2002 interest at 9% per annum is being accrued on the unpaid balance. The
  Company is evaluating options to resolve the matter with the brokerage firm.

In June 2001, the Company settled litigation against IWWH,
  whereby certain contractual obligations to convert preferred stock of IWWH to
  freely trading common stock of IWWH did not proceed as anticipated.
  As part of the settlement, the Company sold a substantial portion of its shares
  of IWWH stock to IWWH in exchange for $176,972.

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, 2002.

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Part II.

ITEM 5.         MARKET
  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER                       
  MATTERS

(a) The Company's common stock was quoted on the pink sheets
  under the symbol "BANY." On March 6, 2002 the Company commenced trading on the
  OTCBB 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, 2002 and prior. These quotations reflect
  inter-dealer prices, without retail mark-up, mark-down or commissions, and may
  not reflect actual transactions.

High Low

| | 2002           |     
| | -------------- | ----
| |                |     
| |                | HIGH
| | Fourth Quarter | 0.17
| | Third Quarter  | 0.21
| | Second Quarter | 0.25
| | First Quarter  | 0.25
| |                |     
| | 2001           |     
| |                |     
| |                | HIGH
| | Fourth Quarter | 0.07
| | Third Quarter  | 0.13
| | Second Quarter | 0.16
| | First Quarter  | 0.08

(b) As of December 31, 2002, there were approximately 440
  holders of the Company's common stock according to our transfer agent. This
  figure excludes an indeterminate number of shareholders whose shares are held
  in street or nominee name.

(c) No dividends were paid during the year ended December
  31, 2002.

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ITEM 6.         MANAGEMENTS
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND                       
  RESULTS OF OPERATIONS OR PLAN OF OPERATION:

The following information should be read in conjunction with
  the audited consolidated financial statements included herein which are prepared
  in accordance with accounting principles generally accepted in the United States
  of America.

The independent auditors' report on the Company's consolidated
  financial statements as of and for the year ended December 31, 2002 includes
  a "going concern" paragraph that describes substantial doubt about the Company's
  ability to continue as a going concern.

Managements Discussion and Analysis of Financial
  Condition and Results of Operations:

The Year Ended December 31, 2002 compared to the year ended
  December 31, 2001:

Patient revenues from the date of acquisition of Southern
  Health Care, Inc., July 29, 2002 through December 31, 2002 were $798,128. During
  2001, no clinics were owned and therefore there were no patient revenues.

Patient care costs from the date of acquisition of Southern
  Health Care, Inc., July 29, 2002 through December 31, 2002 were $339,678. These
  include the chiropractic doctors and related salaries and benefits and
  other ancillary expenses.

Selling, general and administrative expenses of $1,292,821
  for the year ended December 31, 2002, include stock based compensation expense
  of $336,300. Other expenses include salary and wages, legal and other professional
  fees, rent and other.

Other expenses for the year ended December 31, 2002 totaled
  $104,375 compared to $195,955 for the year ended December 31, 2001. The reduction
  was due primarily to the difference in the unrealized loss on trading securities.

In October 2002, the Company sold all of the issued and outstanding
  shares of its wholly-owned subsidiary, DoubleCase Corporation to an unrelated
  party. The sale resulted in a gain on the sale of the subsidiary of $656,168,
  which was offset by losses from operations of the discontinued subsidiary of
  $188,753. For the year ended December 31, 2001 losses from operations of the
  discontinued subsidiaries (DoubleCase and TopListing) were $328,659.

Loss from operations increased from $615,357 in 2001 to $834,371
  in 2002. The increase in loss from operations was due to primarily to the increase
  in salary expense at the corporate level reflecting the increase of both Michael
  and Cory Gelmon from part-time to full-time status and for the increase in stock-based
  compensation. The Companys increase in these expenses is reflected in
  the disposal of DoubleCase Corporation, the acquisition of the Lake Charles
  clinics and the execution of the franchise plan and preparation for roll out
  during 2003.

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The decrease in other expenses from $185,471 to $98,375 is
  the result of the change in unrealized losses on trading securities offset by
  an increase in interest expense. The Company's net loss of $465,331 for the
  year ended December 31, 2002 was $505,078 less than the net loss of $970,409
  for the previous year. This was due primarily to the change in unrealized loss
  on trading securities decreasing from $161,220 in 2001 to $43,025 during 2002,
  and the decrease in the loss from discontinued operations of $328,659 during
  2001 compared to $188,753 during 2002. The gain on the disposal of subsidiaries
  of $656,168 during 2002 compared to $159,078 in 2001 accounted for the remaining
  change in the Companys net loss for the year.

Liquidity and Capital Resources

During 2002, Banyan Corporation increased cash flows used
  in investing activities from $3,101 in 2001, which represents small purchases
  of equipment to $900,000 in 2002, which represents the cash paid in the acquisition
  of Advanced Health Care Inc. This increase in cash outflows was funded by proceeds
  from long-term debt from a financial institution of $1,000,000.

Other cash inflows from financing activities of $149,310 were
  from additional borrowings and the sales of the Companys common stock
  for $56,250 and $93,060, respectively. Other cash outflows from financing activities
  of $103,635 were for the repayment of notes payable, long-term debt and the
  settlement of the investment borrowing.

Over the next twelve months, a positive cash flow is expected
  to be produced from the chiropractic clinics and cash flow generated from franchise
  revenue streams. These cash flows are expected to meet of the cash needs of
  Company. We do not anticipate that additional funds will need to be raised for
  daily operating activities. Further, there are no expected plans for purchase
  of additional facilities over the next twelve months but we will investigate
  each opportunity on an individual basis.

Expected Plan of Operations

The restructuring of Banyan Corporation, including the disposal
  of DoubleCase Corporation and acquisition of the Lake Charles clinics has aligned
  the Companys direction over the next 12 months. It has been the goal of
  Banyan to establish a national franchise group of chiropractors and take advantage
  of economies of scale. We have launched our franchise program by signing up
  the first franchisee during the first quarter of 2003. We anticipate a fast
  ramp up of clinics signing up with Chiropractic USA over the next twelve months.
  We anticipate in excess of 20 clinics by the end of 2003. As for now, we do
  not believe we will purchase any additional clinics during 2003 even though
  we will examine closely any potential opportunities. Banyan Financial Services
  will be in place during 2003 and begin funding projects during the period. We
  anticipate positive cash flow being produced from all subsidiaries of Banyan
  during 2003.

11

---

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with
  accounting principles generally accepted in the United States of America 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.

We believe that the following are some of the more critical
  accounting policies that currently affect our financial condition and results
  of operations:

- impairment of long-lived assets
- stock based compensation
- legal contingencies

Impairment of long-lived assets

Goodwill, arising from the acquisition of the Chiropractic
  USA development plan, represents the purchase price in excess of the amounts
  assigned to the net of the amounts assigned to assets acquired and liabilities
  assumed. In June 2001, the Financial Accounting Standards Board (FASB)
  issued SFAS No. 142, Goodwill and Other Intangible Assets. Effective
  January 1, 2002, SFAS No. 142 no longer allows the amortization of goodwill
  and intangible assets with indefinite useful lives. SFAS No. 142 requires that
  these assets be reviewed for impairment at least annually, or whenever there
  is an indication of impairment. Intangible assets with finite lives will continue
  to be amortized over their estimated useful lives and reviewed for impairment
  in accordance with SFAS No. 144, Accounting for the Impairment or Disposal
  of Long-Lived Assets.

Stock based compensation

SFAS No. 123, Accounting for Stock-Based Compensationdefines
  a fair-value based method of accounting for stock-based employee compensation
  plans and transactions in which an entity issues its equity instruments to acquire
  goods or services from non-employees, and encourages but does not require companies
  to record compensation cost for stock-based employee compensation plans at fair
  value. The Company has chosen to continue to account for employee stock-based
  compensation using the intrinsic value method prescribed in Accounting Principles
  Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25")
  and related interpretations. Accordingly, compensation cost for stock options
  granted to employees is measured as the excess, if any, of the quoted market
  price of the Company's stock at the date of the grant over the amount an employee
  must pay to acquire the stock.

12

---

Legal Contingencies

We are currently involved in certain legal proceedings. As
  discussed in Note 11 of our consolidated financial statements, as of December
  31, 2002, we have accrued our estimate of the probable costs for the resolution
  of these claims. This estimate has been developed in consultation with outside
  counsel handling our defense in these matters and is based upon analysis of
  potential results, assuming a combination of litigation and settlement strategies.
  We do not believe these proceedings will have a material adverse effect on our
  consolidated financial position. It is possible, however, that future results
  of operations for any particular quarterly or annual period could be materially
  affected by changes in our assumptions, of the effectiveness of our strategies,
  related to these proceedings.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In November 2002, the Financial Accounting Standards Board
  issued Interpretation No. 45, Guarantors Accounting and Disclosure
  Requirements for Guarantees, *including Indirect Guarantees of Indebtedness
  of Others* (Fin No. 45). Fin No. 45 elaborates on the disclosures to be
  made by a guarantor in its financial statements about its obligations under
  certain guarantees that it has issued. It also requires that a guarantor recognize,
  at the inception of a guarantee, a liability for the fair value of the obligation
  undertaken in issuing the guaranty. Under prior accounting principles, a guarantee
  would not have been recognized as a liability until a loss was probable and
  reasonably estimable. The Company is currently addressing the impact, if any,
  Fin No. 45 may have on the financial condition or results of operations.

FORWARD-LOOKING STATEMENTS

The statements contained in this report which are not historical
  facts are forward-looking statements that are subject to risks and uncertainties
  that could cause actual results to differ materially from those set forth or
  implied by forward-looking statements, including but not limited to variability
  in operating results, the ability of the Company to find and retain qualified
  personnel, and the risk that the demand for the Companys services will
  not continue.

ITEM 7.         FINANCIAL STATEMENTS

The financial statements are attached hereto.

13

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BANYAN CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2002 AND 2001











---

BANYAN CORPORATION CONSOLIDATED FINANCIAL STATEMENTS



TABLE OF CONTENTS

|Independent auditors report                                    | 1     
|--------------------------------------------------------------- | ------
|                                                                |       
|Consolidated financial statements:                              |       
|                                                                |       
|Consolidated balance sheet                                      | 2     
|                                                                |       
|Consolidated statements of operations                           | 3     
|                                                                |       
|Consolidated statements of stockholders
      equity (deficit) | 4- 5  
|                                                                |       
|Consolidated statements of cash flows                           | 6- 7  
|                                                                |       
|Notes to consolidated financial statements                      | 8 - 25





---



INDEPENDENT AUDITORS REPORT

Board of Directors 
  Banyan Corporation

We have audited the accompanying consolidated balance sheet
  of Banyan Corporation and subsidiaries as of December 31, 2002, and the related
  consolidated statements of operations, stockholders' equity (deficit) and cash
  flows for each of the years in the two-year period ended December 31, 2002.
  These financial statements are the responsibility of the Company's management.
  Our responsibility is to express an opinion on these financial statements based
  on our audits.

We conducted our audits in accordance with auditing standards
  generally accepted in the United States of America. Those standards require
  that we 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 the management, as well as
  evaluating the overall financial statement presentation. We believe that our
  audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  Banyan Corporation and subsidiaries as of December 31, 2002 and the results
  of their operations and their cash flows for each of the years in the two-year
  period ended December 31, 2002, in conformity with accounting principles generally
  accepted in the United States of America.

The accompanying consolidated financial statements have been
  prepared assuming that the Company will continue as a going concern. As discussed
  in Note 1 to the consolidated financial statements, the Company has suffered
  a net loss of $465,331 during the year ended December 31, 2002 and has a stockholders
  deficit and working capital deficiency of $572,983 and $339,438, respectively,
  at December 31, 2002. These conditions raise substantial doubt about the Companys
  ability to continue as a going concern. Managements plans with regard
  to these matters are also described in Note 1. The financial statements do not
  include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 2 to the consolidated financial statements,
  effective January 1, 2002, the Company adopted the provisions of Statement of
  Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado 
  April 10, 2003

1

---

BANYAN CORPORATION

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2002

ASSETS

|Current assets:                                                              |   |            |  
|---------------------------------------------------------------------------- | - | ---------- | -
|Cash and cash equivalents                                                    | $ | 49,177     |  
|Accounts receivable, net of allowance
      of $24,600                       |   | 1,027,777  |  
|                                                                             |   |            |  
|Total
      current assets                                                   |   | 1,076,954  |  
|                                                                             |   |            |  
|                                                                             |   |            |  
|Furniture, fixtures and equipment, net (Note 4)                              |   | 150,594    |  
|                                                                             |   |            |  
|                                                                             |   |            |  
|Goodwill (Note 2)                                                            |   | 52,000     |  
|Other assets, net (Note 3)                                                   |   | 297,083    |  
|                                                                             |   |            |  
|                                                                             |   |            |  
|                                                                             | $ | 1,576,631  |  
|                                                                             |   |            |  
|                                                                             |   |            |  
|                                                                             |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                               |   |            |  
|                                                                             |   |            |  
|Current liabilities:                                                         |   |            |  
|Current portion of long-term debt (Note
      7)                             | $ | 200,000    |  
|Accounts payable                                                             |   | 395,665    |  
|Accrued interest                                                             |   | 37,964     |  
|Other liabilities (Note 11)                                                  |   | 141,189    |  
|Notes payable (Note 8):                                                      |   |            |  
|Related
      parties                                                        |   | 591,574    |  
|Others                                                                       |   | 50,000     |  
|                                                                             |   |            |  
|Total
      current liabilities                                              |   | 1,416,392  |  
|                                                                             |   |            |  
|                                                                             |   |            |  
|Long-term debt, net of current portion (Note 7)                              |   | 733,222    |  
|                                                                             |   |            |  
|                                                                             |   |            |  
|Commitments and contingencies (Notes 3, 5, 7, 9 and 11)                      |   |            |  
|                                                                             |   |            |  
|Stockholders' equity (deficit) (Note 9):                                     |   |            |  
|Preferred stock; no par value; 10,000,000
      shares authorized:           |   |            |  
|Class A convertible
      preferred stock; 500,000 shares authorized;        |   |            |  
|187,190
      shares issued and outstanding; liquidation preference $514,773 |   | 334,906    |  
|Class B preferred stock;
      500,000 shares authorized; none               |   |            |  
|issued
      and outstanding                                                 |   |            |  
|Common stock; no par value; 60,000,000
      shares authorized:              |   |            |  
|Class A; 50,000,000
      shares authorized; 43,451,846 shares               |   |            |  
|issued
      and outstanding                                                 |   | 4,496,796  |  
|Class B; 10,000,000 shares authorized;
      none                            |   |            |  
|issued
      and outstanding                                                 |   |            |  
|Deferred compensation costs                                                  |   | (39,669    | )
|Common stock to be issued                                                    |   | 3,500      |  
|Accumulated deficit                                                          |   | (5,368,516 | )
|                                                                             |   |            |  
|Total
      stockholders' equity (deficit)                                   |   | (572,983   | )
|                                                                             |   |            |  
|                                                                             |   |            |  
|                                                                             | $ | 1,576,631  |  
|                                                                             |   |            |  

The accompanying notes are an integral part of the consolidated
  financial statements

2

---

BANYAN CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2002 AND 2001

|                                             |   | 2002       |   |   | 2001       |  
|-------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                             |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|Patient services, net                        | $ | 798,128    |   |   |            |  
|                                             |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|Patient care costs                           |   | 339,678    |   |   |            |  
|Selling, general and administrative expenses |   | 1,292,821  |   | $ | 615,357    |  
|                                             |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|                                             |   | 1,632,499  |   |   | 615,357    |  
|                                             |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|Loss from operations                         |   | (834,371   | ) |   | (615,357   | )
|                                             |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|Other income (expense):                      |   |            |   |   |            |  
|Interest expense:                            |   |            |   |   |            |  
|Related parties                              |   | (41,301    | ) |   | (29,356    | )
|Other                                        |   | (20,049    | ) |   | (5,379     | )
|Unrealized loss on trading securities        |   | (43,025    | ) |   | (161,220   | )
|Gain on investment borrowing (Note 11)       |   | 6,000      |   |   | 10,484     |  
|                                             |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|Loss from continuing operations              |   | (932,746   | ) |   | (800,828   | )
|                                             |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|Discontinued operations (Note 3):            |   |            |   |   |            |  
|Loss from operations of discontinued         |   |            |   |   |            |  
|subsidiaries                                 |   | (188,753   | ) |   | (328,659   | )
|Gain on disposal of subsidiaries             |   | 656,168    |   |   | 159,078    |  
|                                             |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|                                             |   | 467,415    |   |   | (169,581   | )
|                                             |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|Net loss                                     | $ | (465,331   | ) | $ | (970,409   | )
|                                             |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|Loss from continuing operations per          |   |            |   |   |            |  
|common
      share:                          |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|Basic
      and diluted                      | $ | (0.05      | ) | $ | (0.07      | )
|                                             |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|Net loss per common share:                   |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|Basic
      and diluted                      | $ | (0.03      | ) | $ | (0.08      | )
|                                             |   |            |   |   |            |  
|                                             |   |            |   |   |            |  
|Weighted average number of common            |   |            |   |   |            |  
|shares
      outstanding - basic and diluted |   | 18,096,780 |   |   | 11,744,684 |  
|                                             |   |            |   |   |            |  

The accompanying notes are an intergral part of the consolidated
  financial statements

3

---

BANYAN CORPORATION 
  CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001





(Continued)

4

---

BANYAN CORPORATION 
  CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (CONTINUED)
  YEARS ENDED DECEMBER 31, 2002 AND 2001





The accompanying notes are an integral part of the consolidated
  financial statements

5

---

BANYAN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2002 AND 2001

|                                                                     |   | 2002      |   |   | 2001     |  
|-------------------------------------------------------------------- | - | --------- | - | - | -------- | -
|                                                                     |   |           |   |   |          |  
|Cash flows from operating activities of continuing operations:       |   |           |   |   |          |  
|Net loss                                                             | $ | (465,331  | ) | $ | (970,409 | )
|                                                                     |   |           |   |   |          |  
|Adjustments to reconcile net loss to
      net cash used in          |   |           |   |   |          |  
|operating activities:                                                |   |           |   |   |          |  
|Loss
      from discontinued operations                              |   | 188,753   |   |   | 328,659  |  
|Gain
      on disposition of discontinued operations                 |   | (656,168  | ) |   | (159,078 | )
|Depreciation
      and amortization                                  |   | 77,794    |   |   | 11,601   |  
|Unrealized
      loss on trading securities                          |   | 43,025    |   |   | 161,220  |  
|Provision
      for doubtful accounts                                |   | 24,600    |   |   |          |  
|Gain
      on investment borrowing                                   |   | (6,000    | ) |   | (10,484  | )
|Notes
      payable issued for legal expense                         |   | 60,000    |   |   |          |  
|Stock
      and stock options issued for services                    |   | 336,300   |   |   | 59,000   |  
|Amortization
      of deferred compensation                          |   | 28,000    |   |   | 16,331   |  
|Changes in assets and liabilities from
      continuing              |   |           |   |   |          |  
|operations,
      net of business acquisition:                       |   |           |   |   |          |  
|Trading
      securities                                             |   |           |   |   | 371,556  |  
|Accounts
      receivable                                            |   | (78,908   | ) |   | 762      |  
|Other
      assets                                                   |   |           |   |   | (3,600   | )
|Accounts
      payable and accrued expenses                          |   | 353,093   |   |   | 138,931  |  
|                                                                     |   |           |   |   |          |  
|                                                                     |   |           |   |   |          |  
|Net cash used in operating activities                                |   |           |   |   |          |  
|of
      continuing operations                                       |   | (94,842   | ) |   | (55,511  | )
|                                                                     |   |           |   |   |          |  
|                                                                     |   |           |   |   |          |  
|Cash flows from investing activities:                                |   |           |   |   |          |  
|Cash
      paid for acquisition of Advanced Health Care, Inc.        |   | (900,000  | ) |   |          |  
|Purchases
      of furniture, fixtures and equipment                 |   |           |   |   | (3,101   | )
|                                                                     |   |           |   |   |          |  
|                                                                     |   |           |   |   |          |  
|Net cash used in investing activities
      of continuing operations |   | (900,000  | ) |   | (3,101   | )
|                                                                     |   |           |   |   |          |  
|                                                                     |   |           |   |   |          |  
|Cash flows from financing activities:                                |   |           |   |   |          |  
|Proceeds from notes payable, related
      parties                   |   | 56,250    |   |   | 265,700  |  
|Payments on notes payable, related parties                           |   | (26,250   | ) |   | (114,450 | )
|Proceeds from long-term debt                                         |   | 1,000,000 |   |   | 2,238    |  
|Payments on long-term debt                                           |   | (66,778   | ) |   |          |  
|Payment on investment borrowing                                      |   | (10,625   | ) |   |          |  
|Proceeds from issuance of common stock                               |   | 93,060    |   |   | 38,500   |  
|                                                                     |   |           |   |   |          |  
|                                                                     |   |           |   |   |          |  
|Net cash provided by finiancing activities of continuing             |   |           |   |   |          |  
|operations                                                           |   | 1,045,657 |   |   | 191,988  |  
|                                                                     |   |           |   |   |          |  

(Continued)

6

---

BANYAN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

YEARS ENDED DECEMBER 31, 2002 AND 2001

|                                                                  |   | 2002      |   |   | 2001     |  
|----------------------------------------------------------------- | - | --------- | - | - | -------- | -
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Cash used in discontinued operations                              |   | (2,745    | ) |   | (135,153 | )
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Net increase (decrease) in cash                                   |   | 48,070    |   |   | (1,777   | )
|Cash and cash equivalents, beginning of year                      |   | 1,107     |   |   | 2,884    |  
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Cash and cash equivalents, end of year                            | $ | 49,177    |   | $ | 1,107    |  
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Supplemental disclosures of cash flow information:                |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Cash paid for interest                                            |   |           |   | $ | 6,349    |  
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Supplemental disclosure of non-cash investing and                 |   |           |   |   |          |  
|financing activities:                                             |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Acquisition of Advanced
      Health Care, Inc. (Note 3)          |   |           |   |   |          |  
|Fair
      value of assets acquired                               | $ | 1,150,000 |   |   |          |  
|Notes
      payable issued                                        |   | (200,000  | ) |   |          |  
|Fair
      value of common stock issued                           |   | (50,000   | ) |   |          |  
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Cash
      paid                                                   | $ | 900,000   |   |   |          |  
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Common stock issued
      for guarantee and loan fees             |   |           |   |   |          |  
|in
      connection with issuance of notes payable (Note 3)       | $ | 345,000   |   |   |          |  
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Stock options exercised
      for common stock in                 |   |           |   |   |          |  
|satisfaction
      of accounts payable and notes payable (Note 9) | $ | 70,000    |   |   |          |  
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Sale of DoubleCase
      Corporation (Note 3)                     |   |           |   |   |          |  
|Carrying
      value of assets                                    | $ | 21,366    |   |   |          |  
|Liabilities
      assumed by purchaser                            |   | (677,534  | ) |   |          |  
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Gain
      on sale of subsidiary                                  | $ | (656,168  | ) |   |          |  
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Accrued interest payable added to notes
      payable             | $ | 34,824    |   |   |          |  
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Class A common stock
      issued in satisfaction of              |   |           |   |   |          |  
|accounts
      payable                                            |   |           |   | $ | 38,000   |  
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Acquisition of Chiropractic
      USA development plan            |   |           |   |   |          |  
|in
      exchange for Class A common stock (Note 3)               |   |           |   | $ | 60,000   |  
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Sale of TopListing.com
      Corporation (Note 3)                 |   |           |   |   |          |  
|Carrying
      value of assets                                    |   |           |   | $ | 18,766   |  
|Liabilities
      assumed by purchaser                            |   |           |   |   | (142,844 | )
|Reduction
      in notes payable in exchange                      |   |           |   |   | (35,000  | )
|                                                                  |   |           |   |   |          |  
|                                                                  |   |           |   |   |          |  
|Gain
      on sale of subsidiary                                  |   |           |   | $ | (159,078 | )
|                                                                  |   |           |   |   |          |  

The accompanying notes are an integral part of the consolidated
  financial statements

7

---

BANYAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001

|1. | Organization, principles of consolidation,
        going concern, results of operations and managements plans:
      Organization and principles of consolidation
      Banyan Corporation (the Company), an Oregon
        corporation, was incorporated on June 13, 1978. The Companys principal
        operations consist of three chiropractic clinics located in Lake Charles,
        Sulfur and Iowa, Louisiana. The Company is in the start up phase of implementing
        a development and consolidation plan for chiropractic clinics in the United
        States.
      The consolidated financial statements include the accounts
        of Banyan Corporation and its wholly-owned subsidiary, Chiropractic USA,
        Inc. (a Colorado corporation) and the accounts of Southern Health Care,
        Inc. (a Colorado corporation) for the period beginning July 29, 2002 through
        December 31, 2002, in accordance with guidelines established under Emerging
        Task Force Issue 97-2 Application of FASB Statement No. 94 and APB
        Opinion 16 to Physician Practice Management Entities and Certain Other
        Entities with Contractual Management Arrangements. The Company meets
        all six of the requirements for a controlling financial interest that
        results in the consolidation of Southern Health Care, Inc. All significant
        intercompany accounts and transactions have been eliminated in consolidation.
      Going concern, results of operations and managements plans:
      The Company has incurred operating losses for several
        years. These losses have caused the Company to operate with limited liquidity
        and have created a stockholders deficit and working capital deficiency
        of $572,983 and $339,438, respectively, as of December 31, 2002. These
        conditions raise substantial doubt about the Companys ability to
        continue as a going concern. Managements plans to address these
        concerns include:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The accompanying financial
        statements do not include any adjustments relating to the recoverability
        and classification of assets or the amounts of liabilities that might
        be necessary should the Company be unsuccessful in implementing these
        plans, or otherwise be unable to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | Summary of significant accounting policies:
      Use of estimates:
      The preparation of financial statements in conformity
        with accounting principles generally accepted in the United States of
        America 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

8

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BANYAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|2. | Summary of significant accounting policies (continued):
      Cash and cash equivalents:
      The Company considers all highly liquid investments
        with an original maturity of three months or less to be cash equivalents.
      Accounts receivable:
      Accounts receivable consist primarily of receivables
        from patients, insurers and others for patient services rendered. The
        Company reviews accounts receivable periodically for collectibility and
        establishes an allowance for doubtful accounts and records bad debt expense
        when deemed necessary.
      Furniture, fixtures and equipment:
      Furniture, fixtures and equipment are stated at cost.
        Depreciation is provided by use of accelerated methods over the estimated
        useful lives of the assets, ranging from 3 to 7 years.
      Goodwill:
      Goodwill, arising from the acquisition of the Chiropractic
        USA development plan, represents the purchase price in excess of the fair
        market value of assets acquired. In June 2001, the Financial Accounting
        Standards Board (FASB) issued SFAS No. 142, Goodwill and
        Other Intangible Assets. Effective January 1, 2002, SFAS No. 142 no
        longer allows the amortization of goodwill and intangible assets with
        indefinite useful lives. SFAS No. 142 requires that these assets be reviewed
        for impairment at least annually, or whenever there is an indication of
        impairment. Intangible assets with finite lives will continue to be amortized
        over their estimated useful lives and reviewed for impairment in accordance
        with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
        Assets.
      SFAS No. 142 requires companies to allocate goodwill
        to identifiable reporting units, which are then tested for impairment
        using a two-step process detailed in the statement. The first step requires
        comparing the fair value of each reporting unit with its carrying amount,
        including goodwill. If the fair value exceeds the carrying amount, goodwill
        of the reporting unit is considered not impaired, and the second step
        of the impairment test is not necessary. If the fair value of the reporting
        unit does not exceed the carrying amount, the second step of the goodwill
        impairment test must be performed to measure the amount of impairment
        loss, if any. This step requires the allocation of the fair value of the
        reporting unit to the reporting units assets and liabilities (including
        any unrecognized intangible assets) as if the reporting unit had been
        acquired in a business combination and the fair value of the reporting
        unit was the price paid to acquire the reporting unit. The excess of the
        fair value of the reporting unit over its re-evaluated net assets would
        be the new basis for the reporting units goodwill, and any necessary
        goodwill write down to this new value would be recognized as an impairment
        expense.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|2. | Summary of significant accounting policies (continued):
      Goodwill (continued):
      The Company adopted SFAS No. 142 on January 1, 2002 and
        completed the first step of the transitional goodwill impairment test
        as required under the statement. It was determined that the Company has
        one reporting unit, chiropractic related services. The fair value of the
        reporting unit exceeded the carrying value of the reporting unit and accordingly,
        as of that date, there was no goodwill impairment. The Company also performed
        a goodwill impairment test in the fourth quarter of 2002 and determined
        that there was no goodwill impairment as of that testing date. A goodwill
        impairment test will be performed annually in the fourth quarter or upon
        significant changes in the Companys business environment.
      As a result of the adoption of SFAS No. 142, there was
        no goodwill amortization expense recorded for the year ended December
        31, 2002. Goodwill amortization expense was approximately $8,000 for the
        year ended December 31, 2001. The Companys net loss for 2001 would
        have been approximately $962,400 excluding the goodwill amortization that
        was recorded in that year. The Companys net loss per common share,
        basic and diluted, would have been the same at $0.08 per common share
        excluding the goodwill amortization.
      Revenue recognition:
      Net patient revenues represent the estimated realizable
        amounts to be received from patients, third-party payers and others for
        services rendered as the services are performed. Revenues are reported
        at established rates reduced by contracted amounts based on agreements
        with patients, third party payers and others obligated to pay for services
        rendered.
      Comprehensive income:
      SFAS No. 130, Reporting Comprehensive Income,establishes
        accounting and reporting requirements for comprehensive income. During
        the years ended December 31, 2002 and 2001, the Company had no components
        of comprehensive income to report.
      Stock-based compensation:
      SFAS No. 123, Accounting for Stock-Based Compensationdefines a fair-value based method of accounting for stock-based employee
        compensation plans and transactions in which an entity issues its equity
        instruments to acquire goods or services from non-employees, and encourages
        but does not require companies to record compensation cost for stock-based
        employee compensation plans at fair value. The Company has chosen to continue
        to account for employee stock-based compensation using the intrinsic value
        method prescribed in Accounting Principles Board Opinion No. 25, Accounting
        for Stock Issued to Employees(APB No. 25") and related interpretations.
        Accordingly, compensation cost for stock options granted to employees
        is measured as the excess, if any, of the quoted market price of the Companys
        stock at the date of the grant over the amount an employee must pay to
        acquire the stock.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|2. | Summary of significant accounting policies (continued):
      Income taxes:
      The Company provides for income taxes under the provisions
        of SFAS No. 109, Accounting for Income Taxes. SFAS No. 109 requires
        an asset and liability based approach in accounting for income taxes.
      Deferred income tax assets and liabilities are recorded
        to reflect the tax consequences on future years of temporary differences
        of revenue and expense items for financial statement and income tax purposes.
        Valuation allowances are established against assets which are not likely
        to be realized.
      Impairment of long-lived assets:
      In August 2001, the FASB issued SFAS No. 144, Accounting
        for the Impairment or Disposal of Long-Lived Assets, which addresses
        financial accounting and reporting for the impairment or disposal of long-lived
        assets. While SFAS No. 144 supersedes SFAS No. 121, Accounting for
        the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
        Of, it retains many of the fundamental provisions of that Statement.
        The Company adopted SFAS No. 144 on January 1, 2002 with no material impact
        to its financial statements.
      Net loss per share:
      Basic net loss per share is computed by dividing the
        net loss applicable to common stockholders by the weighted-average number
        of shares of common stock outstanding for the year. Diluted net loss per
        share reflects the potential dilution that could occur if dilutive securities
        were exercised or converted into common stock or resulted in the issuance
        of common stock that then shared in the earnings of the Company, unless
        the effect of such inclusion would reduce a loss or increase earnings
        per share. For the years ended December 31, 2002 and 2001, the effect
        of the inclusion of dilutive shares would have resulted in a decrease
        in loss per share. Accordingly, the weighted average shares outstanding
        have not been adjusted for dilutive shares.
      Advertising:
      Advertising costs are expensed as incurred. For the
        years ended December 31, 2002 and 2001, advertising costs were approximately
        $39,300 and $28,000, respectively.
      Reclassifications:
      Certain amounts previously reported in the 2001 consolidated
        financial statements have been reclassified to conform to the 2002 presentation.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|2. | Summary of significant accounting policies (continued):
      Business segments:
      The Company has adopted SFAS No. 131, Disclosures
        About Segments of an Enterprise and Related Information, which establishes
        reporting and disclosure standards for an enterprises operating
        segments. Operating segments are defined as components of an enterprise
        for which separate financial information is available and regularly reviewed
        by the Companys senior management. The Company operates in only
        one business segment, chiropractic services.
      Recently issued accounting pronouncements:
      In November 2002, the FASB issued Interpretation No.
        45, Guarantors Accounting and Disclosure Requirements for Guarantees,
        including Indirect Guarantees of Indebtedness of Others.This Interpretation
        elaborates on the disclosures to be made by a guarantor in its financial
        statements about its obligations under certain guarantees that it has
        issued. It also requires that a guarantor recognize, at the inception
        of a guarantee, a liability for the fair value of the obligation undertaken
        in issuing the guaranty. Under prior accounting principles, a guarantee
        would not have been recognized as a liability until a loss was probable
        and reasonably estimable. The Company is currently addressing the impact,
        if any, Interpretation No. 45 may have on the financial condition or results
        of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | Business acquisitions and dispositions:
      In September 2001, the Company, entered into an agreement
        with Advanced Health Center, Inc.
        (Advanced) of Lake Charles, Louisiana to purchase three chiropractic
        clinics and their operating assets for $1,150,000. On June 26, 2002, the
        Companys wholly-owned subsidiary, Chiropractic USA, Inc. assigned
        its right to acquire the clinics to Southern Health Care, Inc., (Southern)
        a newly formed Colorado holding company with no other assets, in exchange
        for a management agreement and franchise agreements. Southern is wholly
        owned by Michael and Cory Gelmon, who are also the Companys chief
        executive and chief financial officer, respectively. This assignment was
        undertaken at the request of the financial institution funding the acquisition
        to accommodate their desired organizational structure for the transaction.
        On July 29, 2002, Southern completed the acquisition of Advanced. Southern
        acquired accounts receivable of $973,469 and furniture, fixtures and equipment
        of $176,531 in exchange for $900,000 cash, notes payable of $200,000 and
        the Company issued 277,778 shares of its Class A common stock valued at
        $50,000, ($0.18 per share) which was equal to the market price on the
        agreement date. As part of the agreement to purchase Advanced, the Company
        agreed to issue an aggregate of 2,300,000 shares of its Class A common
        stock, valued at $345,000 ($0.15 per share), which was equal to the market
        price on the agreement date, to eight individuals, as guarantee and loan
        fees on the financial institution debt of Southern. Included in the eight
        individuals were the Companys chief executive officer and its chief
        financial officer, who each received 600,000 shares as guarantors and
        indemnifiers of the other guarantors of the loan. The guarantee and loan
        fees are being amortized over the three-year term of the loan. Amortization
        expense for the year ended December 31, 2002 was $47,900.

12

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|3. | Business acquisitions and dispositions (continued):
      On October 10, 2002, the Companys board of directors
        initiated a plan to sell the Companys wholly-owned subsidiary, DoubleCase
        Corporation. On October 30, 2002, the Company sold all of the common shares
        of its wholly-owned subsidiary DoubleCase Corporation (DoubleCase)
        to Global Case Corporation for cash consideration of $1. At the date of
        disposition, the liabilities exceeded the fair value of the assets of
        DoubleCase by approximately $656,000. During the period ended October
        30, 2002 and the year ended December 31, 2001, DoubleCase had revenues
        of approximately $212,800 and $409,400, respectively, and net losses of
        approximately $188,800 and $210,800, respectively.
      On May 7, 2001, the Company made an offer to purchase
        all of the issued and outstanding shares of Franchise Support Network,
        Inc. (FSN) in exchange for 34,047,666 shares of the Companys
        Class A common stock. The Company issued an aggregate of 24,000,000 shares
        of its Class A common stock to the shareholders of FSN, Michael and Cory
        Gelmon, on November 30, 2002. The transaction has been accounted for by
        the Company under guidance provided by SAB No. 48 (Topic 5-G), Transfers
        of Nonmonetary Assets by Promoters or Shareholders. Accordingly, the
        assets of FSN have been recorded at the transferors historical cost
        basis, which is zero, as FSN had no assets as of the acquisition date,
        had not commenced operations and expenses since inception are not material.
        At December 31, 2002, Michael and Cory Gelmon hold 27,040,000 shares of
        the Companys Class A common stock, or approximately 62% of the issued
        and outstanding Class A common stock. At December 31, 2002, there were
        10,047,666 shares to be issued to Michael and Cory Gelmon for the acquisition
        of FSN, when they become available for issue.
      In May 2001, the Company issued 2,000,000 shares, at
        $.03 per share, which was equal to the closing market price on the agreement
        date, of its Class A common stock for the purchase of the Chiropractic
        USA development plan. The $60,000 purchase price was allocated to goodwill.
        The Company formed Chiropractic USA, Inc., a wholly-owned subsidiary,
        to implement the development and consolidation plan.
      In June 2001, the Companys Board of Directors
        adopted a plan to discontinue the operations of TopListing.com Corporation
        and to sell all of the common shares of TopListing.com Corporation to
        its former president and chief executive officer in exchange for the reduction
        of $35,000 in notes payable to him. During the period ended June 4, 2001,
        TopListing.com Corporation had revenues of approximately $32,300 and a
        net loss of approximately $117,900.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | Furniture, fixtures and equipment:
      Furniture, fixtures and equipment consisted of the following at December
        31, 2002:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| | Furniture, fixtures and equipment | $ | 176,531 | 
| | --------------------------------- | - | ------- | 
| | Leasehold improvements            |   | 2,118   | 
| |                                   |   |         | 
| |                                   |   | 178,649 | 
| | Less accumulated depreciation     |   | 28,055  | 
| |                                   |   |         | 
| |                                   |   |         | 
| |                                   | $ | 150,594 | 
| |                                   |   |         | 

13

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|5. | Lease commitments:
      The Company leases its chiropractic clinics under non-cancelable
        operating leases expiring in July 2012. The Company also leases office
        space in Los Angeles, California under a month-to-month lease for $250
        per month. Rent expense incurred for the years ended December 31, 2002
        and 2001 was approximately $59,000 and $28,000, respectively. Future minimum
        future rental commitments under non-cancelable operating leases are approximately
        as follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Years ending |  |   |           | 
| | ------------ |  | - | --------- | 
| | December 31, |  |   | Amount    | 
| |              |  |   |           | 
| |              |  |   |           | 
| | 2003         |  | $ | 114,000   | 
| | 2004         |  |   | 114,000   | 
| | 2005         |  |   | 114,000   | 
| | 2006         |  |   | 114,000   | 
| | 2007         |  |   | 119,200   | 
| | Thereafter   |  |   | 580,000   | 
| |              |  |   |           | 
| |              |  |   |           | 
| |              |  | $ | 1,155,200 | 
| |              |  |   |           | 

|6. | Income taxes:
      The Company did not incur income tax expense for the
        years ended December 31, 2002 and 2001.
        The difference between the expected tax benefit computed at the federal
        statutory income tax rate of 34% and the effective tax rate for the years
        ended December 31, 2002 and 2001 was due primarily to the tax effect of
        the change in the valuation allowance.
      The Company recognizes deferred tax liabilities and
        assets for the expected future tax consequences of events that have been
        recognized in the financial statements or tax returns. Under this method,
        deferred tax liabilities and assets are determined based on the difference
        between the financial statement carrying amounts and tax bases of assets
        and liabilities using enacted tax rates in effect in the years in which
        the differences are expected to reverse.
      The following is a summary of the Companys deferred
        tax assets and liabilities arising from differences in financial statement
        and income tax bases for the following assets at December 31, 2002:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Accounts receivable                      | $ | (271,300   | )
| | ---------------------------------------- | - | ---------- | -
| | Accounts payable and accrued liabilities |   | 28,000     |  
| | Net operating loss carryforwards         |   | 2,308,300  |  
| | Deferred tax asset valuation allowance   |   | (2,065,000 | )
| |                                          |   |            |  
| |                                          |   |            |  
| |                                          | $ |            |  
| |                                          |   |            |  

14

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|6. | Income taxes (continued):
      At December 31, 2002 the Company has approximately $5,436,000
        of unused federal net operating loss carryforwards, which expire from
        2005 through 2022. A valuation allowance has been provided to reduce the
        deferred tax assets to zero, as realization is not assured. In addition,
        due to the change in control of the Company in 2002, the net operating
        loss carryforwards may be limited.                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7. | Long-term debt:
      The Company has a note payable of $933,222 to a financial
        institution. The note has a term of three years, accrues interest at the
        one-month LIBOR rate plus 3.40%, which was 4.78% at December 31, 2002,
        and is due in monthly installments of $16,667 plus accrued interest until
        the final payment in August 2005, at which time all remaining accrued
        interest and principal amounts are due. The note is collateralized by
        all of the assets of Southern Health Care, Inc. In addition, Southern
        Health Care, Inc. must maintain a fixed charge coverage ratio (as defined)
        of 1.1 to 1. At December 31, 2002, management believes it is in compliance
        with the covenant. Aggregate long-term term debt maturities are approximately
        as follows:

| | Years ending |  |   |         | 
| | ------------ |  | - | ------- | 
| | December 31, |  |   | Amount  | 
| |              |  |   |         | 
| |              |  |   |         | 
| | 2003         |  | $ | 200,000 | 
| | 2004         |  |   | 200,000 | 
| | 2005         |  |   | 533,222 | 
| |              |  |   |         | 
| |              |  |   |         | 
| |              |  | $ | 933,222 | 
| |              |  |   |         | 

|8. | Notes payable:
      At December 31, 2002 notes payable consist of the following:
|-- | ---------------------------------------------------------------------------------

| | Related parties:                                                          |   |         | 
| | ------------------------------------------------------------------------- | - | ------- | 
| |                                                                           |   |         | 
| | Note payable, unrelated entity; unsecured; interest at 10%; due           |   |         | 
| | January 2003; Company repaid $150,000 in 2003, past
      due             | $ | 200,000 | 
| |                                                                           |   |         | 
| | Notes payable, family member of a principal stockholder; unsecured;       |   |         | 
| | interest at 10%, due March 31, 2001; past due                             |   | 130,640 | 
| |                                                                           |   |         | 
| | Note payable, former subsidiarys president; unsecured; interest
      at |   |         | 
| | 8%; principal payments of $4,000 due monthly; due March
      2003;       |   |         | 
| | past due                                                                  |   | 72,000  | 
| |                                                                           |   |         | 
| | Note payable, Companys former president; unsecured; interest at          |   |         | 
| | 10%; due November 2001; past due                                          |   | 44,094  | 

15

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BANYAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|8. | Notes payable (continued):
      Related parties (continued):
|-- | -------------------------------------------------------------

| | Note payable, former director; unsecured; interest at 10%; due April   |   |         | 
| | ---------------------------------------------------------------------- | - | ------- | 
| | 1, 2000; past due                                                      |   | 33,840  | 
| |                                                                        |   |         | 
| | Note payable, entity controlled by chief executive and chief financial |   |         | 
| | officers; unsecured; interest at 10%; due on demand                    |   | 35,000  | 
| |                                                                        |   |         | 
| | Notes payable, family member of a principal stockholder / officer;     |   |         | 
| | unsecured; interest at 12%; due on demand                              |   | 32,500  | 
| |                                                                        |   |         | 
| | Note payable, family member of a principal stockholder; unsecured;     |   |         | 
| | interest at 9%; due November 1, 2001; past due                         |   | 16,300  | 
| |                                                                        |   |         | 
| | Note payable, former chief executive officer / director; unsecured;    |   |         | 
| | interest at 8%; due December 2002, past due                            |   | 15,000  | 
| |                                                                        |   |         | 
| | Note payable, family member of a principal stockholder; unsecured;     |   |         | 
| | interest at 9%; due November 1, 2001; past due                         |   | 12,200  | 
| |                                                                        |   |         | 
| |                                                                        |   |         | 
| |                                                                        | $ | 591,574 | 
| |                                                                        |   |         | 
| |                                                                        |   |         | 
| | Other:                                                                 |   |         | 
| |                                                                        |   |         | 
| | Note payable, unrelated party; unsecured; interest at 10%; due on      |   |         | 
| | demand                                                                 | $ | 45,000  | 
| |                                                                        |   |         | 
| | Note payable, unrelated entity; unsecured; interest at 10%; due June   |   |         | 
| | 2002; past due                                                         |   | 5,000   | 
| |                                                                        |   |         | 
| |                                                                        |   |         | 
| |                                                                        | $ | 50,000  | 
| |                                                                        |   |         | 

|9. | Stockholders equity (deficit):
      Preferred stock:
      The Company has 10,000,000 shares of no par value preferred
        stock authorized, and has designated 500,000 shares of Class A convertible
        preferred stock and 500,000 shares of Class B preferred stock. No Class
        B preferred stock is issued or outstanding.
      At December 31, 2002 and 2001, there were 187,190 shares
        of no par value, Class A convertible preferred stock issued and outstanding.
        The Company may call the shares at $2.75 per share at any time. Each share
        of Class A convertible preferred stock is convertible at any time into
        one share of the Companys Class A common stock.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|9. | Stockholders equity (deficit) (continued):
      Common stock:
      The Company has 60,000,000 shares of no par value, common
        stock authorized; 50,000,000 shares of no par value, Class A common stock
        and 10,000,000 shares of no par value, Class B common stock. At December
        31, 2002 there were 43,451,846 shares of Class A common stock issued and
        outstanding and no shares of Class B common stock were issued or outstanding.
        Subsequent to year end the Company has issued an aggregate of 3,440,000
        shares of its Class A common stock for cash proceeds of $338,000 and 202,000
        shares of its Class A common stock for services when rendered. In addition,
        the Company has outstanding options of 7,480,000, outstanding warrants
        of 350,000, outstanding preferred stock of 187,190, 10,047,666 shares
        to be issued to Michael and Cory Gelmon in connection with the FSN transaction,
        and 50,000 shares to be issued in connection with the issuance of a note
        payable in 2001, which are convertible into Class A common shares which
        would, if converted, cause the Company to exceed its authorized Class
        A common shares. This is prohibited by the laws of the State of Oregon
        and therefore until the Company is able to convene a special meeting of
        the shareholders pursuant to the proxy solicitation requirements of Section
        14 of the Securities Exchange Act of 1934, and the laws of the State of
        Oregon, it cannot permit such conversions, which means the Company is
        or will be in default of certain terms and conditions of such instruments.
      The Company intends to promptly prepare and file proxy
        solicitation materials to convene a special meeting of shareholders to
        among other things, increase its authorized common shares in an amount
        sufficient to permit the conversion of its authorized and/or outstanding
        convertible securities.
      Stock transactions:
      In March 2002, the Company issued 60,000 shares of its
        Class A common stock, at $0.20 per share, which was equal to the market
        price on the agreement date, to a consultant for accounting services.
      In May 2002, the Company issued 250,000 shares of its
        Class A common stock, at $0.23 per share, which was equal to the market
        price on the agreement date, to a consultant for future services to be
        performed during the second and third quarters of 2002. Subsequently,
        the Company and the consultant agreed to cancel the agreement and the
        shares were returned to the Company.
      In June 2002, the Company issued 750,000 shares of its
        Class A common stock, at $0.18 per share, which was equal to the market
        price on the agreement date, to a consultant for future services to be
        performed over a twelve month period beginning July 2002. Accordingly,
        $135,000 was recorded as deferred compensation cost to be amortized over
        the one-year term of the agreement. During the three months ended September
        30, 2002, the Company and the consultant agreed to cancel the agreement
        and the shares were returned to the Company, and the deferred compensation
        was reversed.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|9. | Stockholders equity (deficit) (continued):
      Stock transactions (continued):
      In July 2002, the Companys chief executive officer
        and chief financial officer each transferred 100,000 shares of the Companys
        Class A common stock held in their names, to a consultant for services.
        The Company accounted for the transfer as a capital contribution by the
        chief executive officer and chief financial officer aggregating $26,000,
        or $0.13 per share, which was equal to the market price of the Class A
        common stock on the agreement date, and the Company recorded consulting
        expense of $26,000.
      In July 2002, the Company issued 20,000 shares of its
        Class A common stock, at $0.15 per share, which was equal to the market
        price on the agreement date, to settle a threatened claim.
      In July 2002, the Company issued 60,000 shares of its
        Class A common stock, at $0.17 per share, which was equal to the market
        price on the agreement date, to employees.
      In October 2002, the Company issued 650,000 shares of
        its Class A common stock, at $0.09 per share, which was equal to the market
        price on the agreement date, to a consultant for services.
      In November and December 2002, the Company issued 50,000
        shares, respectively, of its Class A common stock, at $0.09 and per share,
        which was equal to the market price on the agreement dates, to a consultant
        for services.
      In December 2002, the Company received $32,500, which
        is net of $2,500 of offering costs, in exchange for 350,000 shares of
        the Companys Class A common stock and 350,000 warrants to purchase
        Class A common stock. The warrants are exercisable for one year from their
        date of issuance at $0.10 per share.
      In December 2002, 700,000 options to purchase 700,000
        shares of the Companys Class A common stock at $0.10 were exercised
        in exchange for a $70,000 reduction in accounts payable and notes payable.
      During the year ended December 31, 2002, the Company
        issued an aggregate of 700,000 shares of its Class A common stock at an
        average price of approximately $0.09 per share, for total cash consideration
        of $60,560.
      In May 2001, the Company issued 450,000 shares of its
        Class A common stock, at $.06 per share, which was equal to the closing
        market price on the issue date, to legal counsel for services.
      In May 2001, the Company issued 50,000 shares of its
        Class A common stock, at $.08 per share, which was equal to the closing
        market price on the issue date, to the Companys former president
        as compensation. Accordingly, the Company recorded compensation expense
        of $4,000.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|9. | Stockholders equity (deficit) (continued):
      Stock transactions (continued):
      In May 2001, the Company issued a total of 2 million
        shares, at $0.03 per share, which was equal to the closing market price
        on the agreement date, of its Class A common stock to the Companys
        president and its chief executive officer to purchase intellectual property
        consisting of Chiropractic USA, a development and consolidation plan for
        chiropractic clinics. The Company formed Chiropractic USA, Inc., a wholly
        owned subsidiary, to operate the development and consolidation plan.
      In June 2001, the Company entered into two consulting
        agreements for services to be performed by the chairman of the board and
        another director of Chiropractic USA, Inc. through May 2004. The Company
        issued an aggregate of 600,000 shares, at $.14 per share, of its Class
        A common stock. At the date of commitment, the total compensation cost
        was calculated to be approximately $84,000, which is to be recognized
        over the three-year term of the agreements.
      In June 2001, the Company received $5,000 in exchange
        for a $5,000 note payable and 50,000 shares of Class A common stock at
        $.07 per share, which was the closing market price on the agreement date.
        The proceeds were allocated between the fair value of the common stock
        and the note payable, resulting in a discount on the note payable of $3,500
        at the agreement date. The discount on the note has been fully amortized
        to interest expense.
      In August 2001, the Company received $25,000 and issued
        250,000 shares of its Class A common stock at $.10 per share, which was
        equal to the closing market price on the agreement date.
      In November 2001, the Company received $10,000 and issued
        200,000 shares of its Class A common stock at $.05 per share, which was
        equal to the closing market price on the agreement date.
      Stock option plans:
      The Company has adopted two incentive stock option plans:
        the 1996 Incentive Stock Option Plan (the 1996 Plan) and the
        2000 Incentive Stock Option Plan (the 2000 Plan). The Company
        reserved an aggregate of 105,345 shares of Class A common stock for issuance
        under the 1996 Plan and 500,000 shares of Class A common stock for issuance
        under the 2000 Plan.
      Stock options granted under the 1996 Plan vest at a
        rate of 20% per year and are exercisable up to 10 years from the date
        of grant at 95% of the fair value of the Class A common stock on the date
        of grant. If the option holder owns 10% or more of the Companys
        Class A common stock, the options are excercisable over 5 years from the
        date of grant.
      Stock options granted under the 2000 Plan vest at a
        rate of 34% in the first year and 33% per year for the next two years
        and are exercisable up to 5 years from the date of grant at the fair value
        of the Class A common stock on the date of grant.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|9. | Stockholders equity (deficit) (continued):
      Stock option plans (continued):
      In July 2002, the Company granted options to purchase
        650,000 shares of the Companys common stock at $0.18 per share to
        consultants for services provided to the Company. These options are exercisable
        through September 2007. The options vested immediately and were valued
        at $0.15 per share based upon the Black-Scholes option-pricing model,
        resulting in recognition of compensation expense of $101,600. In addition,
        the Company has committed to grant additional options to purchase 650,000
        shares of the Companys common stock in July 2004, at the weighted
        average closing price of the Companys Class A common stock for the
        preceding 30 days, if the consultants remain in the service of the Company
        through that date.
      In July 2002, the Company granted options to purchase
        35,000 shares of the Companys common stock at $0.18 per share, which
        was greater than the market value at the date of commitment, to an employee
        for services provided to the Company. The options vested immediately and
        are exercisable through September 2007. In addition, the Company has committed
        to grant additional options to purchase 35,000 shares of the Companys
        common stock in July 2004, at the weighted average closing price of the
        Companys Class A common stock for the preceding 30 days, if the
        employee remains in the service of the Company through that date.
      In September 2002, the Company granted options to purchase
        1,000,000 shares of the Companys common stock at $0.10 per share
        to consultants for services provided to the Company. The options are exercisable
        through September 2007. The options vested immediately and were valued
        at $0.056 per share based upon the Black-Scholes option-pricing model,
        resulting in recognition of compensation expense of $56,000.
      In October 2002, the Company granted options to purchase
        1,000,000 shares of the Companys common stock at $0.10 per share,
        which was greater than the market value at the date of commitment, to
        each of the chief executive officer and chief financial officer, respectively.
        The options are exercisable through October 2007 and vested immediately.
      The exercise price and expiration of these stock options are as follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Shares    |  |   | Exercise Price |  | Expiration Date    | 
| | --------- |  | - | -------------- |  | ------------------ | 
| |           |  |   |                |  |                    | 
| |           |  |   |                |  |                    | 
| | 2,000,000 |  | $ | 0.10           |  | October 1, 2007    | 
| | 1,000,000 |  |   | 0.10           |  | September 15, 2007 | 
| | 650,000   |  |   | 0.18           |  | June 30, 2007      | 
| | 35,000    |  |   | 0.18           |  | May 31, 2007       | 



20

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|9. | Stockholders equity (deficit) (continued):
      Stock option plans (continued):
      During 2001, the Company granted stock options to purchase
        500,000 shares of its Class A common stock each to its chief executive
        officer and chief financial officer, stock options to purchase 200,000
        shares of its Class A common stock to the president of a subsidiary and
        stock options to purchase 1,200,000 and 960,000 shares respectively, of
        its Class A common stock to two directors of CUSA. The exercise prices
        and expiration dates of these stock options are as follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Shares    |  |   | Exercise Price |  | Expiration Date | 
| | --------- |  | - | -------------- |  | --------------- | 
| |           |  |   |                |  |                 | 
| |           |  |   |                |  |                 | 
| | 1,200,000 |  | $ | 0.05           |  | May 7, 2006     | 
| | 2,160,000 |  |   | 0.14           |  | May 31, 2004    | 

| | During the year ended December 31, 2001, options to purchase 317,654
        of the Companys common stock expired.
      A summary of option activity for the periods ended December 31, 2002
        and 2001 is as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                   | 2000 Plan |         | 1996 Plan |   | Other    |  | Total |        
| | ----------------- | --------- | ------- | --------- | - | -------- |  | ----- | -------
| |                   |           |         |           |   |          |  |       |        
| |                   |           |         |           |   | Weighted |  |       |        
| |                   |           |         |           |   | average  |  |       |        
| |                   |           |         |           |   | exercise |  |       |        
| |                   |           | Shares  |           |   | price    |  |       | Shares 
| |                   |           |         |           |   |          |  |       |        
| |                   |           |         |           |   |          |  |       |        
| | January 1, 2001   |           | 69,000  |           | $ | 0.08     |  |       | 11,154 
| | Granted           |           |         |           |   |          |  |       |        
| | Exercised         |           |         |           |   |          |  |       |        
| | Expired           |           | (69,000 | )         |   | 0.08     |  |       | (11,154
| |                   |           |         |           |   |          |  |       |        
| |                   |           |         |           |   |          |  |       |        
| | December 31, 2001 |           |         |           |   |          |  |       |        
| | Granted           |           |         |           |   |          |  |       |        
| | Exercised         |           |         |           |   |          |  |       |        
| | Expired           |           |         |           |   |          |  |       |        
| |                   |           |         |           |   |          |  |       |        
| | December 31, 2002 |           |         |           | $ |          |  |       |        
| |                   |           |         |           |   |          |  |       |        

21

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|9. | Stockholders equity (deficit) (continued):
      Stock option plans (continued):
      The Company applies APB No. 25 and related interpretations
        in accounting for employee stock options. Accordingly, no compensation
        cost has been recognized for its employee stock options. 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 SFAS No. 123, the Companys net
        loss and loss per share would have been the pro forma amounts indicated
        below:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                        | 2002 |          | 2001 |  
| | ---------------------- | ---- | -------- | ---- | -
| |                        |      |          |      |  
| |                        |      |          |      |  
| | Net loss, as reported  | $    | (465,331 | )    | $
| | Net loss, pro forma    | $    | (647,631 | )    | $
| | Basic and diluted loss |      |          |      |  
| | per share, as reported | $    | (0.03    | )    | $
| | Basic and diluted loss |      |          |      |  
| | per share, pro forma   | $    | (0.04    | )    | $

| | The fair value of options granted during 2002 was
        estimated with the following assumptions using the Black-Scholes option-
        pricing model:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                 | 2002 |         | 2001 |  
| | ------------------------------- | ---- | ------- | ---- | -
| |                                 |      |         |      |  
| |                                 |      |         |      |  
| | Expected dividend yield         | $    | 0       |      | $
| | Expected stock price volatility |      | 181%    |      |  
| | Average risk-free interest rate |      | 1.68%   |      |  
| | Expected life of options        |      | 2 years |      |  

| | The following table summarizes information about stock options outstanding
      at December 31, 2002.
| | ------------------------------------------------------------------------------------------------------

| |   |                |  |  |             |  |  | Weighted         |  |   | Weighted       |  |  |             |  |   | Weighted       | 
| | - | -------------- |  |  | ----------- |  |  | ---------------- |  | - | -------------- |  |  | ----------- |  | - | -------------- | 
| |   | Range of       |  |  | Number      |  |  | average          |  |   | average        |  |  | Number      |  |   | average        | 
| |   | exercise price |  |  | outstanding |  |  | contractual life |  |   | exercise price |  |  | exercisable |  |   | exercise price | 
| |   |                |  |  |             |  |  |                  |  |   |                |  |  |             |  |   |                | 
| | $ | 0.05           |  |  | 1,200,000   |  |  | 3.0 years        |  | $ | 0.05           |  |  | 1,100,000   |  | $ | 0.05           | 
| | $ | 0.10  0.12    |  |  | 3,435,000   |  |  | 4.3 years        |  | $ | 0.10           |  |  | 3,435,000   |  | $ | 0.10           | 
| | $ | 0.14  0.18    |  |  | 2,845,000   |  |  | 2.2 years        |  | $ | 0.15           |  |  | 1,405,000   |  | $ | 0.16           | 
| |   |                |  |  |             |  |  |                  |  |   |                |  |  |             |  |   |                | 
| |   |                |  |  | 7,480,000   |  |  |                  |  |   |                |  |  | 5,940,000   |  |   |                | 
| |   |                |  |  |             |  |  |                  |  |   |                |  |  |             |  |   |                | 

22

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|10. | Related party transactions:
      During the first quarter of 2002, the Company issued
        a note payable in exchange for cash of $6,250 to a family member of the
        Companys chief executive officer. The note was repaid in July 2002.
      In March 2002, the Company issued 300,000 shares of
        its Class A common stock, at $0.20 per share, which was equal to the market
        price on the agreement date, to an employee for compensation. Accordingly,
        the Company recorded compensation expense of $60,000.
      During the year ended December 31, 2001, the Company
        received $265,700 in exchange for notes payable issued to two directors,
        one shareholder and a family member of officers of the Company. The notes
        bear interest at rates ranging from 10% to 12% per annum and were due
        through March 2002. During the same period, $129,450 was repaid on two
        related party notes and $20,000 was assumed by the purchaser of TopListing.com
        Corporation.
      In April 2001, the Company issued an aggregate of 475,000
        shares of its Class A common stock, valued at $38,000, to three directors
        and the former president and chief executive officer of the Company in
        exchange for a $38,000 reduction in amounts owed to these individuals.
      In May 2001, in connection with the Companys acquisition
        of the Chiropractic USA development and consolidation plan, the Company
        appointed a new president and a new chief executive officer and entered
        into management agreements with these individuals for services to be performed
        subsequent to May 2001. The management agreements call for annual compensation
        of $60,000 each and $500 per month expense reimbursement. In 2002, the
        Company amended the agreements to increase the annual compensation to
        $120,000 and to increase the amount to defray the costs of their office
        expenses in Calgary, Alberta to $1,000 per month. The president and chief
        executive officers agreed to increase their positions from part-time to
        full-time. Also in connection with the management agreements, the Company
        granted an aggregate of 1,000,000 options to purchase the Companys
        Class A common stock at an exercise price of $0.05 per share, which was
        less than the market value on the agreement date. The options vest upon
        satisfaction of various performance criteria. At the date of commitment,
        the total compensation cost was calculated to be approximately $30,000,
        which is to be recognized as the performance criteria are satisfied. In
        October 2002, the options vested and the Company recognized $30,000 of
        compensation expense.
      In November 2001, in connection with the employment
        agreement of the president of the Companys former subsidiary, the
        Company granted options to purchase 200,000 shares of the Companys
        Class A common stock for $0.05 per share, which was less than the market
        value at the date of commitment. Fifty percent of the options vested on
        December 31, 2002 and the remainder vest on December 31, 2003. The total
        compensation cost was calculated to be approximately $4,000, which is
        to be recognized over the vesting period. The Company also issued 400,000
        shares of its Class A common stock, at $.07 per share, which was equal
        to the closing market price on the issue date, to the employee for compensation.
        Accordingly, the Company recorded compensation expense of $28,000.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|11. | Commitments and contingencies:
      A former president and chief executive officer of the
        Company was convicted in 1999 in U.S. District Court, Southern District
        of New York of securities violations occurring in 1996. No allegations
        have been made against the Company. The eventual affect of these proceedings,
        if any, on the Company's business undertakings is unknown at the present
        time. However, the Company has indemnified the former president against
        all expenses, fees, fines and judgments as they relate to the criminal
        charges, conviction and appeal of his conviction. During the years ended
        December 31, 2002 and 2001 the Company has spent approximately $60,000
        and $75,000 on behalf of the former president.
      In September 2000, the Company entered into an agreement
        with an unrelated entity under which the Company borrowed 50,000 shares
        of Inform World Wide Holdings, Inc. (IWWH) registered common
        stock, valued at the quoted market price at the date of receipt of $162,500.
        In exchange, under the terms of the agreement, the Company agreed to return
        50,000 shares IWWH registered common stock, plus 2,000 shares representing
        interest, for each month the borrowing was outstanding until January 31,
        2001. In July 2001, the Company reached a settlement for repayment of
        70,500 shares owed as of July 1, 2001. The Company paid $10,016 cash in
        lieu of shares, and was to pay $5,000 cash in December 2001, and return
        37,500 shares of IWWH stock in December 2001. During September 2002, the
        Company paid $10,625 to settle the amount due.
      In July 2000, the Company, through mediation, settled
        litigation for $140,000 brought by a brokerage firm in October 1999, alleging
        negligence. The Company executed a settlement agreement and deposited
        with the court 15,000 shares of Class A preferred stock of IWWH accompanied
        by an executed stock powers. The brokerage firm may liquidate the shares
        in the event the Company defaults under the terms of the agreement. The
        Company has paid approximately $27,000 of the settlement amount. In January
        2001, the Company defaulted and a stipulated money judgment was filed
        with the court. The shares of IWWH Class A preferred stock were transferred
        to the brokerage firm. The brokerage firm has not notified the Company
        if the shares have been liquidated and applied to amounts owed by the
        Company. During 2002, the Company wrote off the value of the IWWH Class
        A preferred stock recorded on its books, since the Company is unable to
        determine what the disposition of the IWWH Class A preferred stock was,
        if any. The amount due of approximately $141,200 is included in other
        liabilities and at December 31, 2002 interest at 9% per annum is being
        accrued on the unpaid balance. The Company is evaluating options to resolve
        the matter with the brokerage firm.
      In June 2001, the Company settled litigation against
        IWWH, whereby certain contractual obligations to convert preferred stock
        of IWWH to freely trading common stock of IWWH did not proceed
        as anticipated. As part of the settlement, the Company sold a substantial
        portion of its shares of IWWH stock to IWWH in exchange for $176,972.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
  YEARS ENDED DECEMBER 31, 2002 AND 2001

|12. | Fair value of financial instruments:
      The fair value of a financial instrument is the current
        amount that would be exchanged between willing parties, other than in
        a forced liquidation. Fair value is best determined based upon quoted
        market prices. However, in many instances, there are no quoted market
        prices for the Companys various financial instruments. In cases
        where quoted market prices are not available, fair values are based on
        estimates using present value or other valuation techniques. Those techniques
        are significantly affected by the assumptions used, including the discount
        rate and estimates of future cash flows. Accordingly, the fair value estimates
        may not be realized in an immediate settlement of the instrument. Accordingly,
        the aggregate fair value amounts presented may not necessarily represent
        the underlying fair value of the Company.
      The fair value of cash and cash equivalents, accounts
        receivable, accounts payable approximate their carrying amounts because
        of the short maturities of these instruments. The fair value of the long-term
        note payable approximates its fair value because of the adjustable interest
        rate on the note. Notes payable to non-related parties are impractical
        to approximate because of their past due status. The fair values of notes
        payable to related parties are not practicable to estimate, based upon
        the related party nature of the underlying transactions and the past due
        status. The fair value of other liabilities is impractical to estimate
        based because of the Companys default on the agreement.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12. | Subsequent events:
      In April 2003, the Company formed Banyan Financial Services,
        Inc. (a Colorado corporation), a wholly-owned subsidiary, to provide health
        care practice financial services. Banyan Financial Services, Inc. has
        not commenced operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

25

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ITEM 8.         CHANGES
  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND                       
  FINANCIAL DISCLOSURE

None

Part III.

ITEM 9.         DIRECTORS,
  EXECUTIVE OFFICERS, PROMOTERS AND CONTROLPERSONS OF                       
  REGISTRANT

|Name              | Age | Position                         
|----------------- | --- | ---------------------------------
|                  |     |                                  
|Michael J. Gelmon | 37  | Chief Executive Officer, Director
|Cory H. Gelmon    | 42  | President, Director              

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 other than Cory and Michael Gelmon, who are brothers.

CORY GELMON, is currently president, chief financial officer
  and a director of Banyan Corporation. Previously Mr. Gelmon was a founding shareholder,
  director, as well as chief operating officer and general counsel of Domino's
  Pizza of Canada Ltd., the Dominos Pizza Master Franchisor in Canada. Mr. Gelmon
  was largely responsible for growing the Domino's chain to 200 stores located
  in every region of Canada, with system wide sales of approximately CAD $80,000,000
  per annum. While running Domino's, Mr. Gelmon oversaw the computerization of
  all the stores in the system, creation of new store designs as well as the introduction
  of various new products. In addition, the director of marketing reported directly
  to Mr. Gelmon while introducing innovative and very successful new marketing
  programs on a national, regional as well as on a local store basis. Mr. Gelmon
  has been a consultant for Proteus Capital Corp., a Mutual Fund specializing
  in the Inter-Bank Foreign Exchange markets. Additionally, Mr. Gelmon was director
  of finance of Talisman Asset Management Limited, London England, a Securities
  and Futures Authority authorized company in the United Kingdom. Mr. Gelmon started
  his career as a corporate/commercial and franchise lawyer. Mr. Gelmon is a member
  in good standing with The Law Society of Alberta. He received his Bachelor of
  Laws (LL.B.) with Honors from the University of London (England) in 1987, and
  a Bachelor of Arts (B.A.) from the University of Calgary (Canada) in 1984.

14

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MICHAEL GELMON, is currently chief executive officer and a
  Director of Banyan Corporation. Previously Mr. Gelmon was a founding shareholder,
  Director, as well as Head of Acquisitions and Real Estate for Domino's Pizza
  of Canada Ltd., the Dominos Pizza Master Franchisor in Canada. Michael Gelmon
  was an integral part of the team that was responsible for growing the Domino's
  chain to 200 stores located in every region of Canada, with system wide sales
  of approximately CAD $80,000,000 per annum. Mr. Gelmon's past experience includes
  consulting for Proteus Capital Corp., a Mutual Fund specializing in the Inter-Bank
  Foreign Exchange markets. Previously, Michael Gelmon was a founding partner
  in Gelmon Brothers, a lease consulting and commercial property development Partnership.
  Mr. Gelmon started his career practicing Real Estate law and is still a member
  in good standing with The Law Society of Alberta. He received his Bachelor of
  Laws (LL.B.) with Honours from the University of London (England) in 1988, and
  a Bachelor of Arts (B.A.) from the University of Calgary (Canada) in 1988.

ITEM 10.         EXECUTIVE COMPENSATION

The following table sets forth the compensation paid during
  the year ended December 31, 2002, to the Company's chief executive officer,
  president and each of the Company's officers and directors. No other person
  received compensation equal to or exceeding $100,000 in fiscal 2002 and no bonuses
  were awarded during fiscal 2001.

|                            |  | Annual Compensation |  | Awards  |  | Payouts
|--------------------------- |  | ------------------- |  | ------- |  | -------
|                            |  |                     |  |         |  |        
|                            |  |                     |  |         |  |        
|                            |  |                     |  |         |  |        
|                            |  |                     |  |         |  |        
|Name and Principal Position |  | Year                |  | Salary  |  | Bonus  
|                            |  |                     |  |         |  |        
|                            |  |                     |  |         |  |        
|Michael Gelmon              |  | 2002                |  | 109,000 |  |        
|Chief Executive Officer     |  | 2001                |  | 60,000  |  |        
|and Director                |  | 2000                |  |         |  |        
|                            |  |                     |  |         |  |        
|Cory Gelmon                 |  | 2002                |  | 109,000 |  |        
|President, Chief            |  | 2001                |  | 60,000  |  |        
|Financial Officer,          |  | 2000                |  |         |  |        
|Secretary and Director      |  |                     |  |         |  |        
|                            |  |                     |  |         |  |        
|Lawrence Stanley            |  | 2002                |  |         |  |        
|(former Chief Executive     |  | 2001                |  | 4,623   |  |        
|Officer, Secretary, and     |  | 2000                |  | 69,359  |  |        
|Director)                   |  |                     |  |         |  |        
|                            |  |                     |  |         |  |        
|Cameron Yost                |  | 2002                |  |         |  |        
|(former Chief Executive     |  | 2001                |  |         |  |        
|Officer, President and      |  | 2000                |  | 31,850  |  |        
|Director)                   |  |                     |  |         |  |        

|(1 | ) | Mr. Stanley was awarded 50,000 shares
        of restricted stock valued at $0.08 per share, which was equal to the
        market value of the shares on the agreement date.
|-- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2 | ) | Includes amounts spent on Mr. Yosts legal defense to
      Roger Fidler, Esq. and Robert Simels, Esq.                                                                       

15

---

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

The Company currently has management agreements in place with
  Cory Gelmon and Michael Gelmon. In 2002 the Company amended the management agreements
  with the Gelmons to increase annual compensation from $60,000 to $120,000 and
  to increase the amount to defray the costs of their office expenses in Calgary,
  Alberta, from $500 per month to $1,000 per month. In addition, the Gelmons agreed
  to increase their positions from part-time to full-time. The agreements expire
  in May 2004. Also in connection with the management agreements, in 2001, the
  Company granted an aggregate of 1,000,000 options to purchase the Companys
  Class A common stock at an exercise price of $0.05 per share. The options were
  to vest upon satisfaction of various performance criteria. At the date of commitment,
  the total compensation cost was calculated to be approximately $30,000, which
  was recognized in October 2002, as the performance criteria were satisfied.

STOCK OPTIONS

The Company has adopted two incentive stock option plans:
  the 1996 Incentive Stock Option Plan (the "1996 Plan") and the 2000 Incentive
  Stock Option Plan (the "2000 Plan"). The Company reserved an aggregate of 105,345
  shares of Class A common stock for issuance under the 1996 Plan and 500,000
  shares of Class A common stock for issuance under the 2000 Plan. Both plans
  are administered by the Board of Directors.

Stock options granted under the 1996 Plan vest at a rate of
  20% per year and are exercisable up to 10 years from the date of grant at 95%
  of the fair value of the Class A common stock on the date of grant. If the option
  holder owns 10% or more of the Company's Class A common stock, the options are
  exercisable over 5 years from the date of grant.

Stock options granted under the 2000 Plan vest at a rate of
  34% in the first year and 33% per year for the next two years and are exercisable
  up to 5 years from the date of grant at the fair value of the Class A common
  stock on the date of grant.

In addition, the Board of Directors may, at its sole discretion,
  from time to time, issue options, which are not subject to either the 1996 Plan
  or the 2000 Plan.

16

---

Option Grants in Last Fiscal Year

The following table sets forth grants of stock options granted
  during the year ended December 31, 2002 to the Named Officers who are listed
  in the Summary Compensation Table above. Such options were not granted pursuant
  to any of the Company's stock option plans:

|                           |  | Number of    |  | Percent         |  |          |  |            | 
|-------------------------- |  | ------------ |  | --------------- |  | -------- |  | ---------- | 
|                           |  | Securities   |  | of Total        |  |          |  |            | 
|                           |  | Underlying   |  | Options/SARs    |  | Exercise |  |            | 
|                           |  | Options/SARs |  | Granted to      |  | or Base  |  |            | 
|                           |  | Granted      |  | Employees in    |  | Price    |  | Expiration | 
|Name                       |  | (#)          |  | Fiscal Year (1) |  | ($/Sh)   |  | Date       | 
|                           |  |              |  |                 |  |          |  |            | 
|                           |  |              |  |                 |  |          |  |            | 
|Michael Gelmon             |  | 1,000,000    |  | 49%             |  | $0.10    |  | 10/1/2007  | 
|Chief Executive Officer    |  |              |  |                 |  |          |  |            | 
|and Director               |  |              |  |                 |  |          |  |            | 
|                           |  |              |  |                 |  |          |  |            | 
|Cory Gelmon                |  | 1,000,000    |  | 49%             |  | $0.10    |  | 10/1/2007  | 
|President, Chief Financial |  |              |  |                 |  |          |  |            | 
|Officer, Secretary, and    |  |              |  |                 |  |          |  |            | 
|Director                   |  |              |  |                 |  |          |  |            | 

(1) Represents all options granted to individual during 2002
  as a percentage of all options granted to employees during 2002.

17

---

Option Exercises and Year-End Values

The following table sets forth information with respect to
  options to purchase the Company's common stock granted under the Company's stock
  option plans to the Named Officers who are listed in the Summary Compensation
  Table above, including (i) the number of shares of common stock purchased upon
  exercise of options in the fiscal year ended December 31, 2002; (ii) the net
  value realized upon such exercise; (iii) the number of unexercised options outstanding
  at December 31, 2002; and (iv) the value of such unexercised options at December
  31, 2002:

|                                      |  |             |  |          |  | Number of     |  |               | 
|------------------------------------- |  | ----------- |  | -------- |  | ------------- |  | ------------- | 
|                                      |  |             |  |          |  | Securities    |  | Value of      | 
|                                      |  |             |  |          |  | Underlying    |  | Unexercised   | 
|                                      |  |             |  |          |  | Unexercises   |  | In-the-Money  | 
|                                      |  | Shares      |  |          |  | Options/SAR's |  | Options/SAR's | 
|                                      |  | Acquired on |  |          |  | at FY-end(#)  |  | at FY-end ($) | 
|                                      |  | Exercise    |  | Value    |  | Exercisable/  |  | Exercisable/  | 
|Name                                  |  | (#)         |  | Realized |  | Unexercisable |  | Unexercisable | 
|                                      |  |             |  |          |  |               |  |               | 
|                                      |  |             |  |          |  |               |  |               | 
|Michael Gelmon                        |  |             |  |          |  | 1,500,000 / 0 |  | 210,000 / 0   | 
|Chief Executive
      Officer         |  |             |  |          |  |               |  |               | 
|and Director                          |  |             |  |          |  |               |  |               | 
|                                      |  |             |  |          |  |               |  |               | 
|Cory Gelmon                           |  |             |  |          |  | 1,500,000 / 0 |  | 210,000 / 0   | 
|President,
      Chief Financial      |  |             |  |          |  |               |  |               | 
|Officer, Secretary
      and Director |  |             |  |          |  |               |  |               | 
|                                      |  |             |  |          |  |               |  |               | 
|Lawrence Stanley                      |  | 400,000     |  | $40,000  |  | 0             |  | 0 / 0         | 
|(Former
      Chief Executive         |  |             |  |          |  |               |  |               | 
|Officer,
      Secretary and          |  |             |  |          |  |               |  |               | 
|Director                              |  |             |  |          |  |               |  |               | 

18

---

ITEM 11.         SECURITY OWNERSHIP
  OF MANAGEMENT ANDCERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding
  the beneficial ownership of the Company's Class A common stock as of December
  31, 2002, 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.

Shares Beneficially Owned

| |                                     |             |          | Percentage | 
| | ----------------------------------- | ----------- | -------- | ---------- | 
| | Directors and Executive Officers    | Shares Held |          | Owned      | 
| |                                     |             |          |            | 
| |                                     |             |          |            | 
| | Cory Gelmon                         | 15,040,000  | (1)      | 33.5%      | 
| | 3019 Rosboro Glen Road S.W.         |             |          |            | 
| | Calgary, Alberta, Canada T2V 2M3    |             |          |            | 
| |                                     |             |          |            | 
| | Michael Gelmon                      | 15,000,000  | (2), (3) | 33.4%      | 
| | 7008 Kootenay Street S.W.           |             |          |            | 
| | Calgary, Alberta, Canada T2V 2M3    |             |          |            | 
| |                                     |             |          |            | 
| | All current directors and executive | 30,040,000  |          | 66.8%      | 
| | officers as a group (2 persons)     |             |          |            | 

| | 1 | ) | Includes options to purchase 1,500,000 shares
      of Class A common stock              
| | - | - | -----------------------------------------------------------------------------------------
| | 2 | ) | Includes options to purchase 1,500,000 shares
      of Class A common stock              
| | 3 | ) | Includes 500,000 common shares owned by Deanna
      Knight, the spouse of Michael Gelmon

Item 12.         CERTAIN RELATIONSHIPS
  AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT AND OTHERS

On May 7, 2001, the Company made an offer to purchase all
  of the issued and outstanding shares of Franchise Support Network, Inc. (FSN)
  in exchange for 34,047,666 shares of the Companys Class A common stock.
  The Company issued an aggregate of 24,000,000 shares of its Class A common stock
  to the shareholders of FSN, Michael and Cory Gelmon, who are also the Companys
  chief executive and chief financial officer, respectively, on November 30, 2002.
  The transaction has been accounted for by the Company under guidance provided
  by SAB No. 48 (Topic 5-G), Transfers of Nonmonetary Assets by Promoters or
  Shareholders. Accordingly, the assets of FSN have been recorded at the transferors
  historical cost basis, which is zero, as FSN had no assets as of the acquisition
  date and had not commenced operations and expenses since inception are not material.
  At December 31, 2002, Michael and Cory Gelmon hold 27,040,000 shares of Class
  A common stock, or approximately 62% of the issued and outstanding Class A common
  stock. As of April 10, 2003, there are 10,047,666 shares to be issued to Cory
  and Michael Gelmon for the acquisition of Franchise Support Network, Inc. when
  they become available for issue.

19

---

In March 2002, the Company issued 300,000 shares of its Class
  A common stock, at $0.20 per share, which was equal to the market price on the
  agreement date, to an employee for compensation. Accordingly, the Company recorded
  compensation expense of $60,000.

The company entered an agreement with Cory and Michael Gelmon
  in May 2001 for the purchase of the Chiropractic USA development plan. The purchase
  price was 2,000,000 shares of the Companys Class A common stock, valued
  at $60,000 ($0.03 per share).

At December 31, 2002, the Company is indebted to Mr. Lloyd
  Parrish in the amount of $33,840. During 2001, Mr. Parrish loaned the Company
  and its subsidiaries an aggregate of $63,200 at 10% per annum and was repaid
  $25,000. Included in the liabilities of the TopLisiting.com Corporation sale
  in 2001 was $20,000 owed to Mr. Parrish and included in the liabilities of the
  DoubleCase Corporation sale in 2002 was approximately $56,600 owed to Mr. Parrish.
  The TopListing.com loan was made in October 1999, and bore interest at a rate
  of 10% per annum. The DoubleCase Corporation loan bore interest at a rate of
  10% per annum and is secured by furniture, equipment, inventory and accounts
  receivable of DoubleCase, originally due April 1, 2001.

Banyan Corporation is indebted to Mr. Stanley in the amount
  of $44,094. This obligation is represented by two notes bearing interest at
  10% per annum, and due in November and December 2001, respectively. The notes
  are currently past due. During 2001 Mr. Stanley loaned the Company $100,000
  on a short-term basis and was repaid $69,450. Additionally, the Company sold
  all of the issued and outstanding shares of TopListing.com Corporation in consideration
  of a reduction of $35,000 in notes payable to him (included in the liabilities
  of the TopListing.com Corporation sale was $6,000 owed to Mr. Stanley).

During 2001, a family member of a major stockholder loaned
  the Company $65,000 earning interest at 12% per annum. At December 31, 2002
  the Company is indebted to the family member in the amount of $130,640. The
  notes are unsecured and currently past due.

At December 31, 2002 and 2001, the Company was indebted to
  Mr. Alan Hillsberg, a director of the Companys former wholly-owned subsidiary
  TopListing.com Corporation in the amount of $72,000. This obligation is represented
  by a promissory note bearing interest at 8% per annum, due March 2003, with
  principal payments of $4,000 due monthly. During 2001 the Company made a $20,000
  principal payment. The Company used the initial proceeds of this note for the
  purchase of TopListing.com Corporation.

20

---

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.

ITEM 13.         EXHIBITS, FINANCIAL
  STATEMENTS SCHEDULES AND REPORTSON FORM 8-K

|(a) | 99.1        Certification
      under Section 906 of the Sarbanes-Oxley Act of 2002                              
|--- | -----------------------------------------------------------------------------------------------------------------
|    |                                                                                                                  
|    | 99.2        Certification
      under Section 906 of the Sarbanes-Oxley Act of 2002                              
|    |                                                                                                                  
|(b) | Reports on Form 8-K during the last quarter of the Companys
      fiscal year ended December 31, 2002:          
|    |                                                                                                                  
|    | On November 15, 2002, regarding the disposition of DoubleCase,
      relating to Item 2.                         
|    |                                                                                                                  
|    | On December 13, 2002, regarding the acquisition of Financial
      System Network, Inc., regarding Items 1 and 2.
|    |                                                                                                                  
|    | On December 24, 2002, regarding other events related to Item
      5.                                            

ITEM 14.         CONTROLS AND
  PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:

Disclosure controls and procedures are designed to ensure
  that information required to be disclosed in the reports filed or submitted
  under the Exchange Act is recorded, processed, summarized and reported, within
  the time periods specified in the SEC's rules and forms. Disclosure controls
  and procedures include, without limitation, controls and procedures designed
  to ensure that information required to be disclosed in the reports filed under
  the Exchange Act is accumulated and communicated to management, including the
  President and Chief Executive Officer and the Chief Financial Officer, as appropriate,
  to allow timely decisions regarding required disclosure. Within the 90 days
  prior to the filing of this report, the Company carried out an evaluation, under
  the supervision and with the participation of the Company's management, including
  the Company's President and Chief Executive Officer and its Chief Financial
  Officer, of the effectiveness of the design and operation of the Company's disclosure
  controls and procedures. Based upon and as of the date of that evaluation, the
  President and Chief Executive Officer and the Chief Financial Officer concluded
  that the Company's disclosure controls and procedures are effective to ensure
  that information required to be disclosed in the reports the Company files and
  submits under the Exchange Act is recorded, processed, summarized and reported
  as and when required.

21

---

Changes in Internal Controls:

There were no changes in the Company's internal controls or
  in other factors that could have significantly affected those controls subsequent
  to the date of the Company's most recent evaluation.

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.

|Dated:   April 24, 2003 | BANYAN CORPORATION                
|----------------------- | ----------------------------------
|                        |                                   
|                        | By: /s/ MICHAEL J. GELMON         
|                        | Michael J. Gelmon, Chief Executive
|                        | Officer and Director              

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.

|Dated: April 24, 2003              | By: | /s/  Michael J. Gelmon
|---------------------------------- | --- | ----------------------
|Michael Gelmon                     |     |                       
|Chief Executive Officer            |     |                       
|Director                           |     |                       
|                                   |     |                       
|Dated: April 24, 2003              | By: | /s/  Cory S. Gelmon   
|Cory Gelmon                        |     |                       
|President, Chief Financial Officer |     |                       
|Secretary and Director             |     |                       

22

---

CERTIFICATION OF PERIODIC REPORT

I, Michael Gelmon, certify that:

|1. | I have reviewed this annual report
      on Form 10-KSB of Banyan Corporation (the "Registrant");                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Based on my
        knowledge, this annual report does not contain any untrue statement of
        a material fact or omit to state a material fact necessary to make the
        statements made, in light of the circumstances under which such statements
        were made, not misleading with respect to the period covered by this annual
        report;                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Based on my
        knowledge, the financial statements, and other financial information included
        in this annual report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the Registrant as of,
        and for, the periods presented in this annual report;                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | The Registrant's
        other certifying officer and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
        and 15d-14) for the Registrant and we have:                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | The Registrant's
        other certifying officer and I have disclosed, based on our most recent
        evaluation, to the Registrant's auditors and the audit committee of Registrant's
        board of directors (or persons performing the equivalent function):                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | The Registrant's
        other certifying officer and I have indicated in this annual report whether
        or not there were significant changes in internal controls or in other
        factors that could significantly affect internal controls subsequent to
        the date of our most recent evaluation, including any corrective actions
        with regard to significant deficiencies and material weaknesses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Date: April 24, 2003                                                                                                                                                                                                                                                                                                                                                                                                         



/s/ Michael Gelmon       
    
    Michael Gelmon
    Chief Executive Officer


---

CERTIFICATION OF PERIODIC REPORT

I, Cory Gelmon, certify that:

|1. | I have reviewed this annual report
      on Form 10-KSB of Banyan Corporation (the "Registrant");                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Based on my
        knowledge, this annual report does not contain any untrue statement of
        a material fact or omit to state a material fact necessary to make the
        statements made, in light of the circumstances under which such statements
        were made, not misleading with respect to the period covered by this annual
        report;                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Based on my
        knowledge, the financial statements, and other financial information included
        in this annual report, fairly present in all material respects the financial
        condition, results of operations and cash flows of the Registrant as of,
        and for, the periods presented in this annual report;                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | The Registrant's
        other certifying officer and I are responsible for establishing and maintaining
        disclosure controls and procedures (as defined in Exchange Act Rules 13a-14
        and 15d-14) for the Registrant and we have:                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | The Registrant's
        other certifying officer and I have disclosed, based on our most recent
        evaluation, to the Registrant's auditors and the audit committee of Registrant's
        board of directors (or persons performing the equivalent function):                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | The Registrant's
        other certifying officer and I have indicated in this annual report whether
        or not there were significant changes in internal controls or in other
        factors that could significantly affect internal controls subsequent to
        the date of our most recent evaluation, including any corrective actions
        with regard to significant deficiencies and material weaknesses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Date: April 24, 2003                                                                                                                                                                                                                                                                                                                                                                                                         



/s/ Cory Gelmon
    
    Cory Gelmon
    President, Chief Financial Officer


---

EXHIBIT 99.1

CERTIFICATIONS PURSUANT TO 
  18 U.S.C. SECTION 1350,
  AS ADOPTED PURSUANT TO 
  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Banyan Corporation
  (the "Company") on Form 10-KSB for the year ended December 31, 2002, as filed
  with the Securities and Exchange Commission on the date hereof (the "Report"),
  I, Michael Gelmon, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section
  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
  that:

|(1 | ) | The Report fully complies
        with the requirements of section 13(a) or 15(d) of the Securities Exchange
        Act of 1934; and                                                                                          
|-- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |   |                                                                                                                                                                                                                                
|(2 | ) | The information contained
        in the Report fairly presents, in all material respects, the financial
        condition and result of operations of the Company, as of, and for the
        periods presented in the Report.



/s/ Michael Gelmon
  Michael Gelmon
  Chief Executive Officer
  April 24, 2003

A signed original of this written statement required by Section
  906 has been provided to Banyan Corporation and will be retained by Banyan Corporation
  and furnished to the Securities and Exchange Commission or its staff upon request.



---

EXHIBIT 99.2

EXHIBIT 99.1

CERTIFICATIONS PURSUANT TO 
  18 U.S.C. SECTION 1350,
  AS ADOPTED PURSUANT TO 
  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Banyan Corporation
  (the "Company") on Form 10-KSB for the year ended December 31, 2002, as filed
  with the Securities and Exchange Commission on the date hereof (the "Report"),
  I, Michael Gelmon, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section
  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
  that:

|(1 | ) | The Report fully complies
        with the requirements of section 13(a) or 15(d) of the Securities Exchange
        Act of 1934; and                                                                                          
|-- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |   |                                                                                                                                                                                                                                
|(2 | ) | The information contained
        in the Report fairly presents, in all material respects, the financial
        condition and result of operations of the Company, as of, and for the
        periods presented in the Report.



/s/ Cory Gelmon
  Cory Gelmon
  President & Chief Financial Officer
  April 24, 2003

A signed original of this written statement required by Section
  906 has been provided to Banyan Corporation and will be retained by Banyan Corporation
  and furnished to the Securities and Exchange Commission or its staff upon request.



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