SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934
                   For the fiscal year ended December 31, 1999

                         Commission File Number  0-26065
                              BANYAN CORPORATION
                         ------------------------------
             (Exact name of registrant as specified in Its charter)

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

          4740 Forge Rd., Bldg. 112, Colorado Springs, Colorado  80907
          ------------------------------------------------------------
               (Address of Principal Executive offices)     (Zip Code)


Registrant's telephone number, with area code:  (719) 531-5535

         Securities registered pursuant to.Section 12(b) of the Act:
                                      None

         Securities registered pursuant to.Section 12(g) of the Act:
                  Common stock of $.001 par value per share

         Indicate  by,  check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding  twelve months (or for such shorter period that
the registrant  was required to file such reports),  and (2) has been subject to
such filing requirements for the past 90 days. Yes X No

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B in this form, and no disclosure will be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. X

State Issuer's Revenues for its most recent fiscal year. $-0-

Aggregate market value of the voting stock held by non-affiliates of registrant:
 $584,000.00 as of December 31, 1999

Number of shares outstanding as of December 31, 1999: 11,900,000.

     Documents  incorporated by reference:  Exhibits  contained in the Company's
Form 10-SB submitted on May 14, 1999 and Amendments thereto, submitted on August
16,  1999,  October 27,  1999,  January  12,  2000,  and April 3, 2000;  and the
entirety of the Company's Forms 8-Ks dated April 3, 2000,  March 24, 20000,  and
January 12, 2000.
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Part I.
Item 1   DESCRIPTION OF BUSINESS

ORGANIZATION  AND  CHARTER  AMENDMENTS

     Banyan  Corporation  (the "Company") was organized under the laws of Oregon
on June 13, 1978 under the name Omni-Tech  International  Corporation to acquire
the exclusive  licensing rights to an aluminum  analyzing  process and to an oil
absorbent material made from wood fibers.

     The  initial  amount  of  authorized  capital  was  $50,000  consisting  of
5,000,000  shares of Common  Stock,  $0.01 par  value.  A copy of the  Company's
initial  Articles of  Incorporation  is attached  hereto and is  incorporated by
reference. See Part III, Item 1.

     On August 25, 1981, the Company's  Articles of Incorporation were restated.
The  purposes  of the  amendment  were  to:  1) add a  specific  purpose  to the
corporate charter (Article 3.1), 2) to establish a second class of capital stock
consisting of 2,787,500  shares (Article 4), 3) to allow action by a majority of
shareholders in writing without the need for a  shareholders'  meeting  (Article
5), 4) to eliminate  cumulative voting for the election of directors (Article 6)
and 5) to allow the Board of Directors  acting through the by-laws to change the
number of directors  (Article 7). A copy of the Company's  restated  Articles of
Incorporation is attached hereto and is incorporated by reference. See Part III,
Item 1.

     On February 28, 1988, the Company's Articles of Incorporation were amended.
The purpose of the amendment was: 1) to change the name of the corporation  from
Omni-Tech  International  Corporation to Interactive Data Vision,  Inc. (Article
1), 2) to name a new director,  Clyde Feyrer (Article III), and 3) to change the
authorized  capital stock to 50,000,000 shares of Class A common stock having no
par value,  10,000,000  Class B common stock having no par value, and 10,000,000
shares of preferred stock having no par value. A copy of the Company's  Articles
of Amendment is attached hereto and is incorporated by reference.  See Part III,
Item 1.

     On February 28, 1988, the Company acquired 100% of Interactive Data Vision,
Inc.,  an  Oregon  company.   Initially  Interactive  Data  was  a  wholly-owned
subsidiary,  but was  subsequently  merged  with the  Company to create a single
entity. Afterwards the Company changed its name to Interactive Data Vision, Inc.
Daily  operations were suspended in April 1991, at which time the Company became
an inactive corporation.

     On October  27,  1995,  after  several  years of  inactivity,  the  Company
acquired 100% of DoubleCase  Corporation,  a Kansas corporation,  which became a
wholly-owned subsidiary.  DoubleCase designs,  manufactures and markets personal
computer  accessory  products,  most  notably for notebook  computers  and other
portable electronic devices.

     On December 29, 1995, the Company's Articles of Incorporation were amended.
The purpose of the amendment was: 1) to change the name of the corporation  from
Interactive Data Vision to Banyan Corporation  (Article 1), 2) to create a Class
B preferred  stock by authorizing  500,000  shares of Class B Preferred,  No Par
value  (Article  4.1),  and 3) to specify  specific legal powers of the Board of
Directors  (Article  4.2) A copy  of the  Company's  Articles  of  Amendment  is
attached hereto and is incorporated by reference. See Part III, Item 1.

     After  acquiring   DoubleCase  the  Company  changed  its  name  to  Banyan
Corporation  and  filed  a  Form  15(c)211  with  the  National  Association  of
Securities Dealers (NASD) to allow its Common Stock to trade on the OTC Bulletin
Board stock  exchange.  The  Company's  Common  Stock  began  trading on the OTC
Bulleting Board in April 1996. The Company was delisted for non-compliance  with
the OTC Bulletin Board's reporting  requirements in September of 1999, and since
that time the Company's securities have been traded on the pink sheets under the
trading symbol "BANY."

     On November 1, 1999, the Company  entered into an asset purchase  agreement
to purchase  the assets of Showcase  Technologies,  L.L.C.  (a New York  Limited
Liability  Corporation) from Alan Hillsberg.  These assets comprised the product
lines of  TopListing/Designer  Studio and Showcase  carrying  cases for notebook
computers.

     The  TopListing/Designer  Studio  assets and product  line were placed into
TopListing.com  Corporation,  a  Colorado  corporation  which is a wholly  owned
subsidiary  of the Company.  Toplisting  is a web site  optimizing  product that
attempts to place  customers'  URL  addresses on the world wide web in the first
several pages of web search engine  results.  Designer  Studio is the department
within TopListing.com Corporation which designs web sites.

     The  Showcase  assets and product  line,  comprising  of notebook  computer
carrying cases, were placed into DoubleCase  Corporation,  a Kansas  corporation
wholly owned by the Company.

     As  part  of  the  transaction,  Mr.  Hillsberg  became  the  President  of
TopListing.com  Corporation  and of Doublecase  Corporation.  On May 5, 2000 Mr.
Hillsberg  resigned  from his position as president and a director of Doublecase
Corporation,  and Lawrence Stanley,  the Company's  president was elected as the
new president of Doublecase Corporation.

                                   2
<PAGE>


MATERIAL  CHANGES  IN  CONTROL  SINCE  INCEPTION  AND  RELATED  BUSINESS HISTORY

     On or about  January 10,  1979,  the Company,  under its  original  name of
Omni-Tech   International   Corporation,   undertook  an  offering  pursuant  to
Regulation A under the Securities Act of 1933, as amended, for 500,000 shares of
Class A common stock. At the time of the offering the Company had 413,857 shares
of  Class  A  common  stock  issued  and  outstanding.  Upon  completion  of the
Regulation  A offering,  the Company had 913,857  shares of Class A common stock
issued and outstanding.

     On or about  August 18,  1981,  the  Company,  under the name of  Omni-Tech
International  Corporation,  undertook an offering in reliance on the  exemption
from registration provided by Section 3(a)(11) of the Securities Act of 1933, as
amended, and Rule 147 thereunder. The offering was for 787,500 shares of Class B
common stock.  At the time of the offering the Company had  2,817,023  shares of
Class A common stock issued and outstanding.  Pursuant to the Restated  Articles
of  Incorporation  of August 11, 1981, "Upon any transfer of this stock (Class B
common stock) more than ten months after its issuance, the corporation shall
convert (on a one for one basis) the stock transferred into Class A common stock
and issue Class A common  stock to the  transferee."  There is no Class B common
stock issued or outstanding  as of May 7, 1999. The Articles of Amendment  dated
February 29, 1988,  modified  the rights and  preferences  of the Class B common
stock, as it is described later in this document,  so that it no longer converts
to Class A common stock.

     On or about  February  25, 1988 the Company,  under the name of  Omni-Tech,
entered into a Share Exchange Agreement dated February 25, 1988 ("Share Exchange
I")  with  the  shareholders  of  Interactive  Data  Vision,   Inc.,  an  Oregon
corporation,  and Coast Capital, Ltd. A copy of the Share Exchange I is attached
hereto and is incorporated  by reference.  See Part III, Item 1. Pursuant to the
Share  Exchange I, the  Company  issued  8,141,712  shares of its Class A common
stock in exchange for all the issued and outstanding common stock of Interactive
Data Vision,  Inc.  According to the Share  Exchange I, at the time of the share
exchange  2,657,265 shares of the Company's Class A common stock were issued and
outstanding.  Upon completion of the share exchange,  the Company had a total of
10,798,977  shares  of  Class  A  common  stock  issued  and  outstanding,   and
Interactive Data Vision Inc. became a wholly-owned subsidiary of the Company.

     Pursuant to the Articles of Amendment  dated February 29, 1988, the Company
changed  its  name to  Interactive  Data  Vision,  Inc.,  and its  wholly  owned
subsidiary  changed its name to IDV, Inc.  Subsequently,  on July 10, 1990, IDV,
Inc.  merged with and into the Company,  then known as Interactive  Data Vision,
Inc.

     An additional  4,925,000  shares of the Company's Class A common stock were
issued between the Share  Exchange I and April 1991.  Said shares were issued to
raise working  capital for the Company and were issued exempt from  registration
under Rule 504, Reg. D. Subsequent thereto,  400,000 shares were canceled by the
Company,  resulting in a total of  15,323,977  shares of the  Company's  Class A
common stock issued and outstanding as of April 1991.

     On or about December 9, 1994,  the Board of Director's  approved a 1-for-10
reverse stock split resulting in the Company having  1,532,398 shares of Class A
common stock issued and  outstanding.  Additionally,  on February 15, 1995,  the
Board of Directors  approved a further 1-for-2 reverse stock split and cancelled
210,000 shares of the Company's issued and outstanding Class A common stock, all
of which  resulted in an aggregate of 661,199  shares of the  Company's  Class A
common stock being issued and outstanding at that time.

     Pursuant to a Share  Exchange  Agreement  dated  October  27, 1995  ("Share
Exchange  II"),  the Company  acquired  all of the  outstanding  common stock of
DoubleCase  Corporation,  a Kansas corporation,  and also converted certain debt
owed by  DoubleCase  Corporation  and the  Company,  respectively,  into Class A
common stock of the Company and Class A preferred  stock of the Company.  A copy
of the Share Exchange II is attached hereto and is incorporated by reference.
See  Part  III,  Item  1.

     Upon completion of the Share Exchange II and debt  conversion  described in
the Share Exchange II, there were  4,825,384  shares of Class A Common stock and
187,190 shares of Class A Preferred  stock issued and outstanding as of December
31, 1995.

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<PAGE>
     Between December 31, 1995 and August 22, 1996, the Company issued 2,250,000
shares of its Class A common stock.  Said shares were issued on May 14, 1996, to
raise  working  capital for the Company.  These shares were  subscribed  to by a
business development company and were issued exempt from registration under Rule
504, Reg. D.

     On August 23, 1996,  the Company  underwent a 1-for-2  reverse split of its
Class A common stock.  After the reverse  split,  there were  3,537,692  Class A
common shares outstanding and 187,190 shares of Class A Preferred stock.



     Between August 24, 1996 and December 10, 1996, the Company issued 2,235,832
shares of its Class A common  stock and  retired  807,500  shares of its Class A
common stock,  all of which resulted in 4,966,024 shares of Class A common stock
issued and outstanding as of December 10, 1996.

     During this period the Company  issued the following  shares of its Class A
common stock: 57,000 shares as compensation for services rendered; 73,651 shares
in exchange for company  debt;  125,000  shares for the exercise of a previously
granted option; 1,055,724 shares to meet certain contractual obligations made by
the Company;  857,143 shares in exchange for preferred stock of another Company;
and  67,314  shares to  correct  an  accounting  mistake  when the  Company  was
restructured.

     The 807,500 shares  cancelled  during this period were shares held by First
Colonial  Funds,  Ltd. The shares were  cancelled on November 5, 1996 after when
First Colonial Funds,  Ltd.  defaulted on a promissory note which it had made to
the Company.

     On December 10, 1996, the Company reversed split its common shares, issuing
one share for every  twenty  shares  previously  outstanding.  After the reverse
split there were 246,669  shares  outstanding  after  accounting  for fractional
rounding.

     On December 7, 1998,  the Company issued a stock dividend of 200,000 shares
of Anything Internet Corporation, an Internet e-commerce company it invested in,
to its shareholders of record on November 3, 1998. As of May 7, 1999 the Company
retained  800,027  shares  of  Anything  Internet,  or  about  26%  of  Anything
Internet's issued and outstanding shares.

     Between  December  10, 1996 and March 31,  1999,  the Company  issued a net
increase of  9,445,335  shares of its Class A common  stock.  There have been no
splits or dividends of the Company's  Class A common stock between  December 10,
1996 and June 30, 1999. On June 30, 1999,  there were 9,691,804  shares of the
Company's  Class A common  stock and  187,190  shares of the  Company's  Class A
Preferred stock issued and outstanding.


BUSINESS

     Banyan  Corporation  is  a  publicly  traded  holding  company  focused  on
investing  in and  building  a network  of  operating  subsidiaries  engaged  in
designing,  manufacturing  and  marketing  products  and  services  aimed at the
personal  computer  market,  the notebook  computer  segment in particular,  and
Internet e-commerce.

     The notebook  computer  market is currently the fastest  growing segment of
the personal computer industry - growing at an estimated rate of four times that
of the desktop  personal  computer  market.  Banyan  offers a series of products
especially for the notebook computer market through its wholly-owned subsidiary,
DoubleCase Corporation.


     DoubleCase is a U.S.  supplier of hard-side  protective  carrying cases for
notebook  computers.  Compared to the more frequently used soft-side,  or "bag",
type carrying case, the DoubleCase product line of hard-side protective carrying
cases  offers a level of  protection  that  will  protect  even the most  costly
notebook  computer or portable  electronic  device through most sudden  impacts,
drops and rough handling.


                                        4
<PAGE>

     Banyan's  interest in Internet  e-commerce  is a natural  complement to its
personal computer products business  interests.  The largest segment of Internet
sales are expected to be computer  hardware,  software and consumer  electronics
purchases.

     Currently,  Banyan  offers  its  products  directly  to  consumers  via the
Internet through its DoubleCase  Internet site,  www.doublecase.com,  as well as
third  party  resellers  such as  Anything  Internet  Corporation,  an  Internet
e-commerce  company  which Banyan also retains an ownership position in.


TOPLISTING.COM CORPORATION

     TopListing.com  Corporation,  a wholly-owned subsidiary of the Company, was
formed to hold the website  optimizing  service which the Company purchased from
Showcase  Technologies,  LLC in November of 1999.  The Company's main service is
the running and maintenance of its website,  www.Toplisting.com.  TopListing.com
is a website which  enables  owners of web sites to increase the numbers of hits
their sites  receive  via  internet  search  engines.  The Company is  currently
working to integrate these services into its existing structure,  and has rented
space in Long Island, New York, to house the operation.  From this location, the
Company has been  working to expand  TopListing.com's  web site  services and to
enter into the website design, consulting, and programming fields by July, 2000.



DOUBLECASE  CORPORATION


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

     Notebook  computers  and  portable   electronic  devices  are  often  quite
expensive  and  are  typically   extremely   sensitive  to  impact  and  extreme
temperatures. Through modern design and manufacturing techniques, DoubleCase has
created a line of attractive,  functional and affordable  hard-sided  protective
carrying cases for notebook  computers and other sensitive  electronic  devices.
DoubleCase  cases are built using four levels of protection:  an outer shell, an
air  cushion  barrier,  an inner  shell,  and The Perfect  Fit  Protective  Foam
Interior System(tm).

     DoubleCase  cases range in size from the NB-1000  Series,  which  carries a
single  notebook  computer with no accessories or documents,  all the way to the
NB-5000  Series,  which  has  storage  room  for the  notebook  computer,  power
supplies,  extra batteries,  and even a portable printer, as well as a folio for
executive briefs and documents. DoubleCase cases are typically price competitive
with  other  manufacturer's   similarly  configured  and  sized  hard-sided  and
soft-sided offerings.

     Complementing  its line of protective  cases,  DoubleCase also manufactures
and markets a line of custom-fit  "saddlebag"  products which attach securely to
the  outside of the  protective  case to  provide  additional  storage  for less
sensitive  items and reduce the need to carry a  briefcase  in  addition  to the
DoubleCase  product.  Various  sized  saddlebag  products  are  available to fit
DoubleCase's entire line of protective cases.

     In addition to cases for portable computers,  DoubleCase also offers a line
of  hard-sided  carrying  cases that can be  customized  to protect a variety of
other sensitive portable electronic devices, including digital cameras and

                                        5
<PAGE>
external data storage  devices such as the Iomega  Zip(tm) and Jazz(tm)  Drives.
Markets for these devices are expanding  rapidly,  and DoubleCase  seeks to take
advantage  of that growth by  offering  the same level of  protection  for these
devices as it does for notebook computers.

     All DoubleCase products are manufactured and assembled in United States and
carry a  limited  lifetime  warranty.  At the  Company's  facility  in  Colorado
Springs,   final   assembly,   warehousing,   shipping  and  all  marketing  and
administrative  functions  occur. The Company has its carrying cases blow molded
by third party molders in the United States then shipped to Colorado Springs. At
the Colorado  Springs  facility,  the final assembly  consists of assembling the
interior of the case with components (foam, file folders,  partition panels, lid
stays)  purchased from third party  suppliers who make these items  specifically
for DoubleCase. A single case can be assembled,  packaged, warehoused or shipped
in 0.25 man hours.

     Additionally,  DoubleCase is currently evaluating several options to expand
its current product lines.  These options  include  developing new products that
fill niches in the notebook computer  accessory  market,  acquiring new products
and technologies from third party inventors,  and acquiring other companies that
complement DoubleCase's strategic business goals without losing its focus on the
notebook computer market.


     In  November  of  1999,  the  Company   acquired  the  assets  of  Showcase
Technologies,  LLC('Showcase')  a  partnership  in the  state  of New  York,  on
November 1, 1999.  The primary  assets of Showcase  were a line of hard and soft
carrying cases for notebook computers and cameras,  and what the Company calls a
website optimizing service.

     Pursuant to the acquisition agreements,  the line of hard and soft carrying
cases,  which  utilize a  patented  internal  rail and track  system  that holds
objects  securely in the cases, is now owned by Doublecase  Corp. The Company is
working on  integrating  the  carrying  case and rail systems  product  lines it
acquired into  Doublecase's  existing  product line. the Company  estimates that
this integration  process will be completed by the third fiscal quarter of 2000,
by which time the  Company  hopes to release  its next  generation  of  computer
cases.

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<PAGE>



MARKETING  AND  SALES

     The Company,  through its  DoubleCase  subsidiary,  has  targeted  notebook
computer users as its primary market.  The notebook computer market is currently
the fastest growing segment of the computer industry. According to BIS Strategic
Decisions, Inc., a market research firm, sales of notebook computers are growing
at about  four  times the rate of desktop  computers.  The  market is  extremely
competitive and is dominated by well-known  manufacturers  such as IBM, Toshiba,
NEC, Texas  Instruments,  and Apple.  Intense  competition has resulted in sharp
price reductions by  manufacturers  and shorter periods of time for bringing new
technologies  to market.  These are the same factors that put desktop  computers
into a large percentage of U.S. homes.  Management  believes notebook  computers
are gaining similar large-scale acceptance.

The Company is focusing its marketing efforts in the following areas:

     CONSUMER MARKET - DoubleCase is currently  selling its products through the
computer  distributor  Ingram  Micro who in turn resells the products to dealers
who in  turn  sell  to the  end  user,  or  consumer.  Additionally,  DoubleCase
maintains a world wide wed site  (www.doublecase.com)  which  illustrates all of
the DoubleCase's  products and allows end-users to purchase DoubleCase products.
Management  has  targeted  several  major  U.S.  computer   retailers  to  offer
DoubleCase  products  although none do so yet.  Currently  the consumer  market,
whether it be through  "distribution/channel sales", company direct, or internet
sales, accounts for approximately 60% of the Company's sales.

     GOVERNMENT/INSTITUTIONAL  MARKET - DoubleCase  is rapidly  becoming a major
supplier  of  protective  carrying  cases to  various  federal,  state and local
government agencies, as well as Fortune 500 companies. DoubleCase products are

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<PAGE>
currently  listed by two  DoubleCase  government  resellers on the GSA Schedule,
which streamlines the purchasing process by having DoubleCase  products "pricing
approved" so that the  government  agency does not have to acquire  several bids
before  purchasing.  DoubleCase  products are also approved for government  VISA
authorization,  which helps  expedite  government  sales.  This  market  segment
currently accounts for approximately 30% of the company's sales.

     DISTRIBUTION/CHANNEL  SALES - Channel Sales are the primary  method used by
manufacturers  to get their  products to market.  The "channel"  begins with the
manufacturer and ultimately end with the consumer.  Typically,  the manufacturer
will sell its  product  to a  distributor  which in turn  sells the  product  to
resellers,  dealers and value added resellers (VARs) who then sell it to the end
consumer.  This method is preferred by most resellers,  dealers and VARs because
it eliminates their need to coordinate inventory purchases from hundreds, if not
thousands,  of  individual  manufacturers;  in  essence,  the  distributor  is a
"shopping mall" for most resellers,  dealers and VARs.  DoubleCase is working on
increasing  the number of  distributors  from one,  Ingram Micro (NYSE:  IM), to
carry its products in order to expand its channel sales presence.


     ORIGINAL EQUIPMENT  MANUFACTURERS (OEM's) - DoubleCase is just entering the
realm of becoming an OEM supplier,  allowing  DoubleCase  products to be sold as
standard or optional equipment on new notebook computer purchases. In June 1998,
Dell Computer (NASDAQ:  DELL) selected  DoubleCase at its provider of hard-sided
protective carrying cases for its notebook  computers.  Under this non-exclusive
agreement,  DoubleCase  cases are  presently  being  offered as an option on new
notebook  purchases and are being sold under the DoubleCase brand; Dell is under
no obligation to purchase  DoubleCase  products,  now or in the future. To date,
OEMs account for less that 5% of the Company's sales.


     INTERNET  SALES - The Company is targeting  Internet  e-commerce  and web -
design   sales   via   its   sales   for   its   website   optimizing   service,
www.toplisting.com,  which  is now  owned  by  TopListing.com  Corporation.  The
Company  believes that the  TopListing.com  integration will be completed by the
end of the 2nd quarter of 2000,  and at that time the Company  intends to create
an agressive  marketing  strategy targeting other existing web-sites in addition
to expanding TopListing.com Corporation's web programming services.


     Additionally,  the Company  implements  internet  sales via Through its own
site,    www.doublecase.com,    and   others    such   as    www.dell.com    and
www.anythingpc.com,  DoubleCase is building a strong Internet  retail  presence.
With  the  growing  popularity  of  shopping  from  home or the  office  via the
Internet,   Internet  storefronts  such  as  these  are  expected  to  become  a
significant source of future revenues.



     INTERNATIONAL  SALES - Although  DoubleCase has  concentrated its marketing
efforts  primarily  on the United  States,  where  nearly  half of all  notebook
computers  are  purchased,  it  has  also  pursued  opportunities  to  establish
international   sales.   Currently,   DoubleCase   products   are  sold  through
international  dealers in  France,  Canada and  England.  DoubleCase  intends to
continue pursuing growth opportunities in these markets. In 1998,  international
sales account for approximately 14.3% of the Company's sales.



                                        8
<PAGE>
COMPETITION


     Currently,  the  market  for  carrying  cases for  notebook  computers  and
sensitive electronic  equipment is dominated by soft-sided products.  Management
estimates that less than three percent (3%) of notebook computer owners purchase
hard-sided  carrying cases.  This estimate includes owners who purchase standard
briefcases in which to carry their  notebook  computers.  Of the estimated  less
than 3%, management  believes that  approximately 10%, or less than about .3% of
all notebook computer  purchasers  currently buy the present  DoubleCase line of
cases.  Management believes DoubleCase products are in an advantageous  position
as one of the few existing  manufacturers and marketers of hard-sided protective
carrying cases.

The  only  direct  competition  DoubleCase  has  encountered  to  date  for  its
hard-sided  cases is from  Samsonite,  which  offers  only two models of its own
hard-side carrying case, and Zero Haliburton, which does not market its products
through normal retail channels and tends to have significantly  higher suggested
retail prices.  Targus, a large provider of soft-side carrying cases as recently
offered one of its soft side bags in a hard shell design.  It is to soon to tell
what  acceptance  this new Targus hard shell case will have in the market.  What
impact this will have on DoubleCase's  marketing and sales efforts is unknown at
this time. With little direct  competition from hard-side case  manufacturers to
date,  DoubleCase  intends to focus its competitive  efforts on emphasizing that
the DoubleCase designs provide superior protection at affordable prices.


          The  soft-side  carrying  case  market  is  primarily dominated by two
manufacturers:  Targus  and  Kensington  Microware.

          Targus designs and manufactures soft-sided carrying cases for notebook
computers.  Targus has recently  introduced the "Hard Shell Universal Bag" which
is  a  hard-shell  design  of  the  Targus  soft-sided  "Universal  Bag".  Their
literature  represents  that it is not available in retail stores although it is
offered for sale on their web site and also on the Dell computer web site. It is
to soon to evaluate market acceptance of the "Hard Shell Universal Bag" although
Targus  is  well  established  and is  believed  to have  significant  financial
resources available for marketing.

          Kensington  Microware is a wholly owned  subsidiary of ACCO World, the
large office supply company based in San Mateo,  California,  and manufactures a
wide  variety of computer  accessory  products,  including a line of  soft-sided
cases for notebook computers.

          By targeting the soft-sided  carrying case market,  DoubleCase will be
competing  against well established  companies that have  significantly  greater
financial  and  personnel  resources  than the  Company.  Management  will focus
competitive  efforts  on  emphasizing  the  superior  protection  offered by and
affordability of the DoubleCase product line and continue  furthering efforts to
get DoubleCase products into the all appropriate retail markets.






ANYTHING  INTERNET  CORPORATION

     On August 19, 1998,  the Company  entered into a Share  Exchange  Agreement
with Anything,  Inc., subsequently renamed Anything Internet Corporation.  Under
the terms of the agreement,  Anything Internet was  re-capitalized  with 200,000
shares of Banyan  restricted  Common Stock and granted stock options to purchase
300,000  shares of Banyan  Common  Stock  at:  100,000  shares at $0.50 a share,
expiring  February  28, 1999 which were  extended to expire on August 31,  1999;
100,000 shares at $1.00 a share expiring August 31, 1999; and 100,000 shares at

                                       9
<PAGE>
$2.00 a share, expiring August 31, 2000. In return for this equity issuance, the
Company received 1,000,000 shares of Anything Internet Common Stock and, after a
stock dividend to its  shareholders,  the Company now retains 800,027,  or about
26%, of Anything Internet.  In addition,  Banyan appointed two members,  Cameron
Yost and J. Scott Sitra, to Anything Internet's Board of Directors.

     Anything  Internet is an Internet  e-commerce  holding  company  focused on
building a network of successful e-commerce operating companies, joint ventures,
strategic alliances and partnerships.

     Currently  Anything Internet operates through one wholly-owned  subsidiary,
AnythingPC Internet Corporation ("AnythingPC").  AnythingPC is a rapidly growing
Internet based discount  retailer of over 201,000 different  computer  hardware,
software and peripheral  products to end consumers and  businesses.  Through its
Internet   storefronts   -    www.anythingpc.com,    www.anythingmac.com,    and
www.anythingunix.com  - AnythingPC  offers one-stop shopping to its customers 24
hours a day,  seven  days a week.  In  addition  to its wide  array  of  product
offerings, AnythingPC's storefronts feature competitively priced "Hot Products",
an  easy-to-use  graphical  interface,  a powerful  search  engine to locate any
product desired,  a unique "quote monkey" for pricing assistance on hard-to-find
products,  and  a  special  "notify  me"  feature  that  automatically  notifies
customers  when a  backordered  product  arrives in stock and keeps the customer
appraised of the estimated time of arrival.

     At the  present  time the  Company  views its  relationship  with  Anything
Internet as purely a strategic investment. Anything Internet does, however, sell
the Company's products via its Internet  storefronts,  which are responsible for
generating more than 10% of the Company's gross sales. More in depth information
on Anything Internet may on be found through its own SEC filings.

                                   10

<PAGE>

Item 2.  DESCRIPTION OF PROPERTY

     The Company, and its wholly-owned subsidiary DoubleCase Corporation,  share
combined headquarters in Colorado Springs, Colorado at 4740 Forge Rd., Bldg. 112
in a 2,760 square foot  office/warehouse  space. The Company previously occupied
this space on a two year  lease  whereby  it paid  $1,138  per month.  The lease
expired,  and the Company has  negotiated  a new one year lease on the  location
with a one year  extension at a monthly  rental rate of $1,244 per month.  lease
has not yet been  executed,  and in the  interrim  period the  Company  has been
paying $1,244 per month on a month to month tenancy basis for the space.

     Additionally,   the  Company's  whooly  owned   subsidiary   TopListing.com
Corporation rents approximately 1,170 square feet of space at 33 E. Merrisck Rd.
in Valley  Stream,  New York.  The lease for this space is $1,500 per month from
November 1999 through  October,  2000, and has two renewal  periods of two years
each with the rental price going up $100 each year of each renewal period.

Item 3.  LEGAL PROCEEDINGS

      The Company has the following pending or threatened litigation:

Paine Webber, Inc. v. Banyan Corp, Case no. CV 99 - 1476 HA in the United States
District  Court for the District of Oregon.  This is a case brought  against the
Company for cancelling shares of stock which Paine Webber subsequently sold. The
Company is and plans to continue to contest  this case  vigorously.  To date the
Company  has  filed  an  answer,  and  has  filed  a  motion  for  dismissal  or
alternatively  to lower  the  amount  of the  claim  allowed.  The  shares  were
cancelled  pursuant to what the Company  believes to be a valid court order, and
therefore the Company believes that it has a substantial  chance of winning this
case upon its merits.  The Company believes that the maximum financial  exposure
it has is $412,280.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company  submitted no matters to a vote of its security  holders during
its fiscal year ended December 31, 1999.

                                   11
<PAGE>

Part II.
Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a)  The  Company's  Common  Stock is quoted on the pink sheets under the symbol
     "BANY."  The  following  table  sets  forth the high and low bid  prices as
     reported by the National  Association of Securities  Dealers (NASD) for the
     periods  ending  December  31,  1999 and prior.  These  quotations  reflect
     inter-dealer prices, without retail mark-up, mark-down or commissions,  and
     may not reflect actual transactions. As of July 27, 1999 there were exactly
     400  shareholders  of Common Stock and 18  shareholders  of the non-trading
     Preferred Class 'A' Stock.


<TABLE>
<CAPTION>
                           High              Low
                          -----              ----
<S>                       <C>               <C>
1999
-----
Fourth Quarter              0.62             0.06
Third Quarter               1.50             0.12
Second Quarter              1.06             0.62
First Quarter               1.50             0.57

1998
-----
Fourth Quarter              0.92             0.35
Third Quarter               0.56             0.22
Second Quarter              0.40             0.16
First Quarter               0.35             0.14

</TABLE>


(b)  As of  December  31,  1999,  there were  approximately  400  holders of the
     Company's Common Stock.

(c)  No dividends were paid during the fiscal year ending Dec. 31, 1999.


                                   12

<PAGE>

Item 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS OR PLAN OF OPERATION


     Management's Discussion and Analysis or Plan of Operations

Year Ending December 31, 1999 Compared to Year Ending December 31, 1998

     Sales for the year 1999 were $141,176,  a 31.6 percent  reduction from 1998
sales of $206,467.  Operations of the Company were  maintained at minimal levels
during  1999 and 1998  because of the  Company's  inability  to obtain  adequate
financing.  As a result the Company was unable to develop  new  products  for to
meet customer  requirements  and to adapt to the larger size of laptop computers
that have 14 and 15 inch  monitors.  The lack of capital  also made it difficult
for  Banyan  to  market  its  products  in a  cohesive  manner.  Without  proper
marketing, the Company cannot make potential customers aware of the features and
benefits of its products.

     Gross margins in 1999 were 62.7% compared with 66.7% in 1998 reflecting the
impact of buying inventory in smaller quantities to preserve cash.  Improvements
in gross  margins are not  expected in the year 2000 as Banyan has  realized the
full impact of its cost reduction efforts. Loss from operations in the year 1999
of  $577,100   increased   32.4%  over  1998  results.   Selling,   general  and
administrative  expenses  increased  $92,394 to $665,711.  These increased costs
were the result of an increase  in  professional  expenses of $33,128  primarily
needed to comply with certain  government  regulations  and other legal matters,
increased  salary  expense of $32,777,  primarily  in the fourth  quarter,  1999
reflecting   the  start  up  of   operations   for  Banyan's  new  product  line
Toplisting.com and increased public relations costs of $36,626. Offsetting these
increases were some minor increases and decreases in other operating expenses.

     The Company's net loss before  provision  for income taxes  increased  8.9%
from  $494,910 in 1998 to $538,889.  This  increased  loss was the result of the
increased  loss from  operations  of $141,244 and the  increased  equity loss of
Anything  Internet  Corporation  of $78,735 offset in part by the increased gain
realized  from the sales of stock in two companies of $171,254 and a decrease in
net interest expense of $4,746.  In accordance with equity accounting rules, the
Company  has  written  off its  entire  investment  in  Anything  and  therefore
anticipates no more equity losses from this investment.

     On  November  1, 1999 the  Company  acquired  all of the assets of Showcase
Technologies,  LLC.  Showcase  designs,  assembles  and sells both hard and soft
shelled  carrying  cases for laptop  computers  and cameras as well as developed
system  to  optimize  web  pages.  By  this  acquisition,  Banyan,  through  its
subsidiary  DoubleCase  Corporation,  is able to serve a much broader portion of
the  computer  carrying  case  market  with  an  expanded  family  of  products.
Toplisting.com  Corporation,  a wholly owned subsidiary of Banyan,  will operate
the web page optimization and other web services product line. While the results
of these new products are included in the  Company's  financial  results for the
last  two  months  of 1999,  the full  impact  of this  acquisition  will not be
realized until the year 2000.



Liquidity and Capital Resources

     Despite  continuing to experience  losses from  operations  the Company was
able to meet its financial  requirements  and to acquire the assets of Showcase.
Monies were raised  through the continuing  sales of the Company's  common stock
during  the  first  three  quarters  of  1999  and by  selling  portions  of its
investment  in  Anything  during  the fourth  quarter of the year.  Sales of the
Company's  common  stock  were  suspended  in the third  quarter  because of the
depressed  price of the stock and because the  Company's  management  decided to
sell shares of Anything in the open market to meet its financial  needs.  Banyan
expects  that it will  continue  to sell  additional  common  stock of  Anything
throughout  2000 and to minimize the sales of its own common stock.  The Company
continues to exchange its common stock in return for services  provided by third
parties and in exchange for debt issuances.

     The  acquisition  of  Showcase  was made  through  a  combination  of cash,
issuance of common stock and notes payable and payment of certain liabilities of
Showcase for a total  purchase  price of $259,315.  Throughout the year 2000 the
Company expects to continue to invest in the development of products  related to
this acquisition.

     Banyan expects to continue to sell sharse of Anything to meet its cash flow
needs that exceed funds generated from normal operations in order to support the
expansion of its product lines throughout  2000. If the Company  determines that
it is not  feasible  to sell these  shares,  the  Company  will make  efforts to
arrange a short-term line of credit to meet its cash flow needs.

                                   13

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

The financial statements are attached hereto at page 18.

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

The Company did not change accountants for the fiscal year ending 1999.

Part III.

ITEM 9.  DIRECTORS,   EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS  OF
         REGISTRANT

Name                  Age                Position
-----                 ---                ---------
Cameron B. Yost        46                Prior Chairman, President, Chief
                                         Executive Officer and Director
Lloyd K. Parrish Jr.   61                Director
Lawarance Stanley      51                Chairman, President, Chief Executive
                                         Officer and Director
Jeffrey M. Rhodes      35                Director
Alan Hillsberg         43                President, TopListing.com Corporation


     The Board of  Directors  of the Company is  comprised  of only one class of
director.  Each director is elected to hold office until the next annual meeting
of shareholders and until his successor has been elected and qualified. Officers
are elected  annually by the Board of Directors and hold office until successors
are duly elected and qualified. The following is a brief account of the business
experience of each director and  executive  officer of the Company.  There is no
family relationship between any Director or Executive Officer of the Company.


     LAWARANCE  STANLEY,  Chairman,   President,  Chief  Executive  Officer  and
Director.  Mr.  Stanley was a director  and  secretary  of the Company from 1998
until he replaced  Cameron Yost in the positions of Chairman,  President,  Chief
Executive  Officer  in May of 2000.  Mr.  Stanley  has been the owner of Stanley
Accounting  Services,  an independent  accounting  business since 1992, and owns
half of The P3 Group, which has provided management training to companies of all
sizes since 1997. Prior to starting these businesses,  he was President of Kaman
Instrumentation  Corporation, a subsidiary of Kaman Corporation,  and Controller
of a division of Bendix Corporation.

LLOYD  K.  PARRISH  JR.,  Director,  has  held his  position  since  1995 and is
concurrently a director at DoubleCase Corporation.  Mr. Parrish has an extensive
background in business  development and  operations.  Since 1996 he has held the
position of President at Parrish  Corporation,  oil & gas property operation and
management  firm.  He has owned Parrish Oil Company,  oil and gas  production in
Kansas,  Oklahoma  and  Nebraska  since 1972.  In 1996 he served as the National
President to the Society of Independent Professional Earth Scientists. And since
1998 he has helped  manage and is a part owner of  Sandhill  LLC, a natural  gas
gathering, purchasing and marketing corporation.

     JEFFREY M. RHODES, Director. Mr. Rhodes became a director of the Company on
May 5,  2000.  From  1996 to the  present  Mr.  Rhodes  has  served as the Chief
Technical Officer of Platte Canyon Multimedia  Software  Corporation of Colorado
Springs,  Colorado.  Prior to that, from 1992 to 1996 Mr. Rhodes was employed as
the  Technical  Lead/Multimedia  Developer,  and then the Director of Multimedia
Software for Titan Information  Systems  Corporation,  also of Colorado Springs,
Colorado.  From 1987 to 1992 Mr.  Rhodes was  employed by the United  States Air
Force  as  the   Chief  of  the   Engineering   &   Operations   Branch  in  the
Communications-Computer   Systems  Division.  Mr.  Rhodes  received  a  B.S.  in
Electrical  Engineering  from the  United  States Air Force  Academy in 1987,  a
Diploma of Science in Economics from the London School of Economics in 1988, and
a Master of Science in Economics from the London School of Economics in 1989.

     ALAN HILLSBERG,  President  Toplisting.com  Corporation.  Mr. Hillsberg has
worked at Toplisting.com  Corporation  since November,  1999, when the assets of
Showcase Technologies,  LLC, a company which Mr. Hillsberg had owned and managed
since May 1995, were purchased by the Company.  From January,  1994 to February,
1995 Mr. Hillsberg worked in sales at Protective Technologies,  Inc. of Yonkers,
New York,  and prior to that he worked at  Showcase  Packaging,  Inc.  of Howard
Beach, New York from 1981 to 1994. Mr. Hillsberg received his B.A. from Brooklyn
College in June of 1974.

     The Company  currently has only one employment  agreement with officers and
management personnel.  The Company has an employment agreement with Mr. Hilsdale
as president of TopListing.com Corporation,  incorporated hereto be reference to
Exhibit 10.2 from the Company's  current Form 8-K filed on January 10, 2000. The
term of this agreement is from November, 1999 to November, 2001. Under the terms
of this agreement Mr.  Hilsdale is compensated at the rate of $116,000 per year,
10% of the Company's net pre-tax profit, payable 45 days after the close of each
calendar quarter for the term of the Agreement, 20% of Double Case Corporation's
net pre-tax profit, payable 45 days after the close of each calendar quarter for
the term of the  Agreement,  and  options to purchase  235,000  shares of common
stock of the  Company at  $0.1187  per share (95% of market  value  October  26,
1999).

                                       14

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid during the fiscal year
ended December 31, 1998, to the Company's  Chief  Executive  Officer and each of
the Company's  officers and  directors.  No other person  received  compensation
equal to or exceeding $100,000 in fiscal 1999 and no bonuses were awarded during
fiscal 1999.

<TABLE>
<CAPTION>
                                         Annual  Compensation               Awards             Payouts
                                   ------------------------------  -------------------------  ---------
                                                           Other                                            All
                                                           Annual   Restricted    Securities               Other
                                                          compen-      Stock      Underlying     LTIP     Compen-
                                                           sation    Award(s)    Options/SAR   Payouts    sation
Name and Principal Position  Year  Salary ($)  Bonus ($)    ($)         ($)          (#)         ($)        ($)
- ----------                   ----  ----------  ---------  -------  -----------  ------------  ---------  --------
<S>                          <C>   <C>         <C>        <C>       <C>          <C>           <C>       <C>
Cameron Yost
  (the Company's prior
   President,  CEO and
   Director)                 1999     109,000                                                              $49,400(2)
                             1998      90,400                            14,000
                             1997      86,000                        (1) 66,000

Lloyd Parrish, Jr.
  Director                   1999
                             1998
                             1997


Lawrence Stanley
  Secretary
  and Director               1999      6,000
                             1998
                             1997

Alan Hillsberg
  President,
  TopListing.com Corp.       1999     19,333                            235,000(3)
                             1998
                             1997




<FN>

(1)     For accrued Board of Directors'  fees.  $6,000 annually between 1991 and
        1997 for DoubleCase Corporation  aggregating $42,000 and $8,000 annually
        between 1995 and 1997 for Banyan Corporation aggregating $24,000.

(2)     Includes $49,400 in deferred compensation for previous years and
        spent on Mr. Yost's unsuccessful legal defense to Roger Fidler, Esq. and
        Robert Simels, Esq.

(3)     The options on  the 235,000 shares were  issued at  a 'strike price' of
        $0.1187 per share (95% of market value October 26, 1999) pursuant to the
        employment agreement with Mr. Hillsdale.
</FN>


</TABLE>

                                   STOCK OPTIONS

     In addition, the Company has adopted an incentive stock option plan for its
officers,  directors and salaried  employees.  The plan is  administered  by the
Board of Directors. The options are exercisable for a period of 10 years, except
in the case of any option holders owning 10% or more of the Company's

                                        15

<PAGE>
outstanding  Common Stock, in which case the exercise period is five years.  The
exercise  price for options  granted  pursuant to the plan is 95% of the closing
market  price of the Common  Stock on the date the option is  granted,  or if no
market  exists,  then as determined  by the Board of Directors.  An Aggregate of
105,345  shares are reserved for issuance  under the plan. As of June 30, 1999,
options  to  purchase  an  aggregate  of 11,154  shares of Common  Stock,  at an
exercise  price of $0.05 per  share,  had been  granted  to  Cameron  Yost.  The
following table summarizes the current options issued and outstanding.

<TABLE>
<CAPTION>
                                                   Number of
                                                  Securities        Value of
                                                  Underlying       Unexercised
                                                  Unexercised     In-the-Money
                                                 Options/SARs     Options/SARs
                 Shares                          at FY-end (#)    at FY-end ($)
              Acquired on
                Exercise                         Exercisable/     Exercisable/
Name              (#)       Value Realized ($)   Unexercisable    Unexercisable
- ----          -----------     --------------    --------------    -------------
<S>           <C>           <C>                 <C>              <C>
Cameron Yost
  President,
  CEO and
  Director             -0-                 -0-           11,154  $      8,365.50
</TABLE>

<PAGE>





Item 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership of the Company's  Common Stock as of December 31, 1999, of
each  officer or director of the  Company,  by each person or firm who owns more
than 5% of the Company's outstanding shares and by all officers and directors of
the Company as a group.

<TABLE>
<CAPTION>
                                     Shares Beneficially Owned
                                     -------------------------
                                                   Percentage
Directors and Executive Officers      Shares Held   Owned (1)
- --------------------------------      -----------   ---------
<S>                                   <C>          <C>
Cameron B. Yost (2)
   4740 Forge Rd., Bldg. 112
   Colorado Springs, CO  80907          1,227,154        12.7%
Lloyd Parrish, Jr.
   4740 Forge Rd., Bldg. 112
   Colorado Springs, CO  80907          1,055,837        10.9%
Lawarance Stanley
   4740 Forge Rd., Bldg. 112
   Colorado Springs, CO  80907             44,020         0.5%
All current directors and executive
 officers as a group (3 persons)        2,327,011        24.1%

Five Percent Shareholders
- -------------------------
Ann L. Gee (3)
   110 S. Main Street, #510
   Wichita, KS  67202                     581,932         6.0%
- --------------------------------      -----------    ---------
<FN>

(1)     Percentage  of ownership  is based on  9,691,804 shares of Common Stock
        issued and outstanding as of June 30, 1999.
(2)     Includes  a vested stock option to purchase 11,154 at an aggregate price
        of  $0.05  a  share.
(3)     Ann L. Gee is Lloyd K. Parrish  Jr.'s  sister. Mr.Parrish is a Director.
</FN>
</TABLE>

                                        16
<PAGE>



Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

     There have been no material  transactions,  series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer,  or any
security  holder who is known to the  Company  to own of record or  beneficially
more than five  percent  of the  Company's  Common  Stock,  or any member of the
immediate family of any of the foregoing persons, had a material interest.

CERTAIN  BUSINESS  RELATIONSHIPS

     There have been no material  transactions,  series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any director or executive officer,  or any
security  holder who is known to the  Company  to own of record or  beneficially
more than five  percent  of the  Company's  Common  Stock,  or any member of the
immediate family of any of the foregoing persons, had a material interest.

INDEBTEDNESS  OF  MANAGEMENT

     DoubleCase Corporation is indebted to Mr. Parrish in the amount of $66,589.
This obligation is represented by a promissory  note, bears interest at the rate
of 10% per  annum  and is  secured  by the  DoubleCase's  furniture,  equipment,
inventory and accounts  receivable.  The note was  originally due and payable on
April 1,  2000,  but Mr.  Parrish  has  extended  the due date to April 1, 2001.
DoubleCase used the proceeds of this note for working capital shortfalls.

     As of March 31, 1999,  DoubleCase  was indebted to one  stockholder  for an
aggregate  amount of $38,647.  These  obligations bear interest at rates ranging
from 6% to 12% per annum and are not secured by assets of the  Company,  and was
originally due on April 1, 2000,  however the stockholder  extended the due date
to April 1, 2001.



Item 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K

     (a) All required  exhibits are  incorporated  herein by reference  from the
Company's  Form 10-SB filed on May 14, 1999,  and  Amendments  thereto  filed on
August 16, 1999, October 27, 1999, January 12, 2000, and April 3, 2000


     (b) Form 8-k and its  associated  schedules  and  reports,  and  amendments
reflecting the purchase of assets from Showcase  Technologies  filed on April 3,
2000, March 24, 20000, and January 12, 2000.

                                        17
<PAGE>

                               BANYAN CORPORATION

                                  CONSOLIDATED
                              FINANCIAL STATEMENTS

                            December 31, 1998 & 1999




<PAGE>




                               BANYAN CORPORATION
                        Consolidated Financial Statements



                                TABLE OF CONTENTS


                                                                        Page

INDEPENDENT AUDITOR'S REPORT ON
    THE CONSOLIDATED FINANCIAL STATEMENTS                               F-1


CONSOLIDATED FINANCIAL STATEMENTS

         Consolidated balance sheet                                     F-2
         Consolidated statement of operations                           F-3
         Consolidated statement of stockholders' deficit                F-4
         Consolidated statement of cash flows                           F-5
         Notes to consolidated financial statements                     F-7



<PAGE>
                            RONALD R. CHADWICK, P.C.
                           CERTIFIED PUBLIC ACCOUNTANT
                         2851 S. PARKER ROAD, SUITE 720
                             AURORA, COLORADO 80014
                                   ----------
                             TELEPHONE:(303)306-1967
                            TELECOPIER:(303)306-1944




                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Banyan Corporation
Colorado Springs, Colorado

I have audited the accompanying consolidated balance sheet of Banyan Corporation
as of December 31, 1999 and the related  consolidated  statements of operations,
stockholders'  deficit and cash flows for the years ended  December 31, 1998 and
1999.  These  financial  statements  are  the  responsibility  of the  Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion,  the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Banyan Corporation
as of December 31, 1998 and the results of its operations and its cash flows for
the years ended December 31, 1998 and 1999 in conformity with generally accepted
accounting principles.


Aurora, Colorado                                  /s/ RONALD R. CHADWICK
March 30, 2000                                        RONALD R. CHADWICK, P.C.










                                       F-1


<PAGE>

<TABLE>
<CAPTION>

                               BANYAN CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                December 31, 1999


                                            ASSETS

Current assets
<S>                                                                                  <C>
      Cash                                                                           $    32,423
      Accounts receivable                                                                 46,874
      Inventory                                                                           66,981
      Prepaid expenses
                                                                                             300
                                                                                  ---------------
             Total current assets                                                        146,578
                                                                                  ---------------
Fixed assets
      Furniture and fixtures                                                              20,512
      Equipment and tooling                                                               15,648
                                                                                  ---------------
                                                                                          36,160
      less accumulated depreciation                                                     (19,481)
                                                                                  ---------------
                                                                                          16,679
                                                                                  ---------------
Other assets
      Trademarks and licenses, net of accumulated
            amortization of $61,552                                                       23,503
      Goodwill, net of accumulated amorization of $3,778                                 222,829
      Other                                                                                3,180
                                                                                  ---------------
                                                                                         249,512
                                                                                  ---------------

Total Assets                                                                          $  412,769
                                                                                  ===============

                         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
      Accounts payable                                                                $  145,269
      Accrued salaries and related exp.                                                   60,769
      Accrued interest                                                                   235,186
      Other                                                                                2,000
      Notes payable                                                                      272,234
                                                                                  ---------------
          Total current liabilties                                                       715,458
                                                                                  ---------------

Total Liabilities                                                                        715,458
                                                                                  ---------------

Stockholders' Deficit
      Preferred stock, Class A: no par value;
          500,000 shares authorized; 187,190 issued and outstanding;
          callable at $2.75 per share and convertible                                    334,906
      Common stock, Class A: no par value;
          50,000,000 shares authorized;
          10,597,768 issued and outstanding                                            3,442,556
      Accumulated deficit                                                            (4,080,151)
                                                                                  ---------------
Total Stockholders' Deficit                                                            (302,689)
                                                                                  ---------------

Total Liabilities and Stockholders' Deficit                                           $  412,769
                                                                                  ===============

</TABLE>

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

                                       F-2
<PAGE>


<TABLE>
<CAPTION>


                               BANYAN CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 For The Years Ended December 31, 1998 and 1999



                                                                       1998                 1999
                                                                  ----------------     ----------------

<S>                                                                   <C>                  <C>
Sales, net                                                            $   206,467          $   141,176

Cost of  sales                                                             69,006               52,565
                                                                  ----------------     ----------------

Gross margin                                                              137,461               88,611

Research & development
                                                                                -                    -
Selling, general and administrative expenses                              573,317              665,711
                                                                  ----------------     ----------------

Loss from operations                                                    (435,856)            (577,100)

Other income (expense)
     Interest income
                                                                                                 1,671
     Interest expense                                                    (22,913)             (19,838)
     Gain (loss) on sale of assets                                                             174,703
                                                                            3,449
     Equity income of Anything Internet Corporation                      (39,590)            (118,325)
                                                                  ----------------     ----------------

Income (loss) before provision for income taxes                         (494,910)            (538,889)

Provision for income tax
                                                                                -                    -
                                                                  ----------------     ----------------

Net income (loss)                                                    $  (494,910)         $  (538,889)
                                                                  ================     ================

Net income (loss) per share
(Basic and fully diluted)                                          $       (0.06)       $       (0.06)
                                                                  ================     ================

Weighted average number of
common shares outstanding                                               8,359,433            9,769,450
                                                                  ================     ================


</TABLE>

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



                                       F-3



<PAGE>



<TABLE>
<CAPTION>

                               BANYAN CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                 For The Years Ended December 31, 1998 and 1999


                                          Common Stock      Preferred Stock    Common Stock     Stock                      Stock-
                                            Class A             Class A         Subscribed      Subscrip.   Accum.        holders'
                                  Shares           Amount   Shares   Amount    Shares   Amount  Receivable  Deficit       Deficit
                                  ------           ------   ------   ------    ------   ------  ----------  -----------   -------

<S>                                <C>          <C>         <C>     <C>        <C>     <C>      <C>       <C>            <C>
Balances at December 31, 1997      4,430,127    $2,117,710  187,190 $ 334,906  143,000 $ 40,000 $(40,000) $ (3,026,352)  $(573,736)

Issuance of shares pursuant to
    rights offering                2,632,802       220,805                                                                 220,805

Issuance of stock for services       952,270       151,651                                                                 151,651

Sales of common stock              1,077,500       326,000                                                                 326,000

Stock issued for equity
    investment                       200,000       106,629                                                                 106,629

Property dividend                                                                                              (20,000)    (20,000)

Net gain (loss) for the year
    ended December 31, 1998                                                                                   (494,910)   (494,910)
                               --------------  ----------- -------- --------- ---------- ------ ---------- ------------- ----------

Balances at December 31, 1998      9,292,699    $2,922,795  187,190 $ 334,906  143,000 $ 40,000 $(40,000) $ (3,541,262)  $(283,561)

Issuance of stock for services         5,500
                                                     4,125                                                                   4,125

Sales of common stock                780,732       444,803                                                                 444,803

Issuance of stock for assets         566,667
                                                    70,833                                                                  70,833

Stock cancellations                 (47,830)                                  (143,000) (40,000) 40,000

Net gain (loss) for the year
    ended December 31, 1999                                                                                (538,889)      (538,889)
                               --------------------------- --------- -------- --------- -------- -------- ------------- -----------

Balances at December 31, 1999     10,597,768    $3,442,556 187,190  $ 334,906     -     $   -      $  - $(4,080,151)     $(302,689)
                               ==============   ========== ======== ========= ======== ========= ======= ============== ===========
</TABLE>


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


                                       F4

<PAGE>

<TABLE>
<CAPTION>

                               BANYAN CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 For The Years Ended December 31, 1998 and 1999



                                                                            1998                  1999
                                                                       ----------------     -----------------

             Cash Flows From Operating Activities:
                  <S>                                                     <C>                   <C>
                  Net income (loss)                                       $  (494,910)          $  (538,889)

                  Adjustments  to reconcile  net income to net cash  provided by
                  (used for) operating activities:
                       Depreciation and amortization                            15,909                22,791
                       Loss in Anything Internet Corporation                    39,590               118,325
                       Compensatory stock issuances                            151,651                 4,125
                       Compensatory debt issuance                                                     23,500
                       Accounts receivable                                                               621
                                                                                 5,486
                       Inventory and prepaid expenses                         (26,274)              (19,411)
                       Deposits                                                                        2,000
                                                                                 4,319
                       Accounts payable and accrued expenses                  (57,404)                49,724
                                                                       ----------------     -----------------
                            Net cash provided by (used for)
                            operating activities                             (361,633)             (337,214)

                                                                       ----------------     -----------------

             Cash Flows From Investing Activities:
                   Securities                                            $     12,729         $       2,316
                   Fixed assets                                                                     (19,469)
                   Goodwill                                                                         (75,774)
                   Loan to Anything Internet Corporation                                            (75,000)
                                                                                                       (995)
             Other
                                                                       ----------------     -----------------
                            Net cash provided by (used  for)
                            investing  activities                              12,729             (168,922)

                                                                       ----------------     -----------------


</TABLE>


                          (Continued On Following Page)






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

                                       F-5
<PAGE>
<TABLE>
<CAPTION>

                               BANYAN CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 For The Years Ended December 31, 1998 and 1999

                         (Continued From Previous Page)

                                                                            1998                  1999
                                                                       ----------------     -----------------

             Cash Flows From Financing Activities:
                  <S>                                                        <C>                    <C>
                  Receipts from notes payable                                                         63,500
                                                                                 5,000
                  Payments on notes payable                                   (76,640)
                                                                                                           -
                  Proceeds from issuance of common stock                       447,239               444,803
                                                                       ----------------     -----------------
                            Net cash provided by (used for)
                            financing  activities                              375,599               508,303
                                                                       ----------------     -----------------

             Net Increase (Decrease) In Cash                                    26,695                 2,167
             Cash At The Beginning Of The Period                                 3,561                30,256

                                                                       ----------------     -----------------

             Cash At The End Of The Period                                $     30,256          $     32,423
                                                                       ================     =================

</TABLE>

             Schedule Of Non-Cash Investing And Financing Activities

             During the year ended December 31, 1998, the Company issued 200,000
             common shares to purchase an equity  interest in Anything  Internet
             Corporation valued at $106,629,  and issued 1,187,190 common shares
             for $99,566 in debt cancellation.

             During the year ended December 31, 1999, the Company issued 566,667
             common  shares  valued at $70,833 and a note payable for $80,000 as
             partial payment for the assets of Showcase Technologies, LLC.

             Supplemental Disclosure

             Cash paid in 1998 and 1999 for interest and income taxes: None.











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

                                       F-6






<PAGE>

                               BANYAN CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Banyan Corporation ("Banyan",  the "Company"),  was incorporated in the State of
Oregon on June 13, 1978. The Company  manufactures and distributes hard and soft
carrying cases for portable  notebook  computers and data storage  devices,  and
provides website services to e-tailers.  The Company's principal markets consist
of wholesale and retail sellers of computers and related devices  throughout the
United States.

Principles of consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
Banyan Corporation and its wholly owned subsidiaries.  All intercompany accounts
and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Income tax

Deferred taxes are provided on a liability  method  whereby  deferred tax assets
are  recognized  for  deductible   temporary   differences  and  operating  loss
carryforwards  and deferred tax liabilities are recognized for taxable temporary
differences.  Temporary  differences  are the  differences  between the reported
amounts of assets and liabilities  and their tax bases.  Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management,  it is more
likely than not that some  portion or all of the deferred tax assets will not be
realized.  Deferred tax assets and  liabilities  are adjusted for the effects of
changes in tax laws and rates on the date of enactment.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.




                                       F-7


<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 1.  ORGANIZATION, OPERATIONS AND SUMMARY OF
         SIGNIFICANT ACCOUNTING POLICIES (Continued):

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by
the weighted  average number of shares of common  outstanding.  Warrants,  stock
options,  and common stock issuable upon  conversion of the Company's  preferred
stock are not included in the  computation if the effect of such inclusion would
be anti-dilutive and would increase the earnings or decrease loss per share.

Inventory

Inventory  consists of raw materials and consigned  finished goods.  Inventories
are valued at the lower of cost or market using the first-in,  first-out  (FIFO)
method.

Property and equipment

Property and equipment are recorded at cost and  depreciated  under  accelerated
methods over an estimated life of five to seven years.

Other assets

Product  licenses,  goodwill and  trademarks  are recorded at cost and amortized
based on the straight line method over five to ten years.

Accounts receivable

The Company reviews  accounts  receivable  periodically for  collectibility  and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed  necessary.  At  December  31,  1999 the  Company  had no  balance in its
allowance for doubtful accounts.

Revenue recognition

Revenue is  recognized  by the Company for its  carrying  case  business  when a
product is shipped to a customer.  For web page design,  revenues are recognized
when services have been successfully completed.





                                                 F-8

<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 1.  ORGANIZATION, OPERATIONS AND SUMMARY OF
         SIGNIFICANT ACCOUNTING POLICIES (Continued):


AICPA Statement of Position 98-5

Effective  January  1, 1999 the  Company  has  adopted  the AICPA  Statement  of
Position  ("SOP")  98-5,  which  requires  nongovernmental  entities  to expense
startup  costs as  incurred.  The  adoption  by the  Company  of SOP 98-5 is not
expected to have a material impact on the Company's financial statements.

Financial Instruments

The carrying value of the Company's  financial  instruments,  including cash and
cash equivalents,  accounts receivable, accounts payable, and long term debt, as
reported in the accompanying balance sheet, approximates fair value.

NOTE 2.  ACQUISITIONS

On August 22, 1998  Banyan  Corporation  purchased  1,000,000  common  shares of
Anything Internet Corporation,  a marketer of wholesale and retail products over
the  internet,  in exchange for 200,000  common  shares of Banyan.  The purchase
represented  35.7%  of  the  outstanding   common  stock  of  Anything  Internet
Corporation,  and was recorded by Banyan at cost of $106,629. After distributing
$20,000  of  its  Anything  Internet  Corporation  common  stock  as a  property
dividend,  Banyan's net equity in the  investment  was  $49,485,  resulting in a
differential  between cost and equity of $37,144.  This  difference is amortized
over a five year period on a straight line basis, with accumulated  amortization
netted against the Company's  investment balance. At December 31, 1998, Anything
Internet  Corporation  had 200,000  common stock purchase  warrants  outstanding
which, if exercised by the holders, would reduce Banyan's common stock ownership
in Anything Internet  Corporation to approximately 24%. As of December 31, 1998,
Banyan  owned  26%  of  the  outstanding   common  stock  of  Anything  Internet
Corporation,  and accounted for its investment under the equity method. In 1999,
The Company's  investment in Anything  Internet  Corporation was written down to
zero from a loss on Anything Internet  Corporation of $118,325,  and the Company
no longer owns a percentage of Anything  Internet  Corporation  requiring equity
method  accounting.  The Company  recognized a gain in 1999 of $174,703 from the
sale of Anything Internet Corporation shares.





                                                   F-9


<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 2.  EQUITY INVESTMENT (Continued):

On November 1, 1999 the Company  acquired  the assets of Showcase  Technologies,
LLC in a  transaction  accounted  for as a  purchase.  The  purchase  price  was
$259,315,  and goodwill of $226,607 was recorded on the transaction.  Results of
operations from the  acquisition  have been  consolidated  from November 1, 1999
forward.

Sales,  gross profit,  net income  (loss) from  continuing  operations,  and net
income (loss) of Showcase Technologies, LLC for the ten months ended October 31,
1999 are shown below.

Showcase Technologies, LLC
(For the ten months ended October 31, 1999)

Sales                               $     228,330
Gross profit                        $     107,140
Net income (loss) from
 continuing operations              $      49,065
Net income (loss)                   $      49,065

Pro forma  balance  sheets  and  statements  of  operations  for the year  ended
December 31, 1998 and the nine months  ended  September  30,  1999,  showing the
financial  position and results of operations of Banyan Corporation and Showcase
Technologies,  LLC as  combined  for those  periods , can be found on pages F-20
through F-24.


NOTE 3.  LEASE COMMITMENTS

The Company  has leased  office and  warehouse  space at various  sites  through
October,  2002. Lease expense incurred for the years ended December 31, 1998 and
1999 was $33,017 and $13,525  respectively.  The remaining minimum future rental
payments through 2002 are approximately $59,000.











                                                  F-10

<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE 4.  INCOME TAXES

Deferred  income taxes arise from the temporary  differences  between  financial
statement  and  income  tax  recognition  of net  operating  losses.  These loss
carryovers  are limited  under the Internal  Revenue  Code should a  significant
change in ownership occur.

At December 31, 1999 the Company had approximately  $3,700,000 of unused federal
net  operating  loss  carryforwards,  which begin to expire in the year 2005.  A
deferred tax asset has been offset by a 100%  valuation  allowance.  The Company
accounts for income taxes  pursuant to SFAS 109. The components of the Company's
deferred tax assets and liabilities are as follows:
<TABLE>
<CAPTION>

                                                      December 31,              December 31,
                                                          1998                      1999

Deferred tax liability                         $                -            $             -

Deferred tax asset arising from:

<S>                                                      <C>                       <C>
         Net operating loss carryforwards                1,234,480                 1,444,647
                                                     -------------              -------------

                                                         1,234,480                 1,444,647
Valuation allowance                                     (1,234,480)               (1,444,647)
                                                       ------------              ------------

Net Deferred Taxes                               $               -         $                -
                                                    =================         ==================


Income taxes at Federal and state statutory rates are reconciled to the Company's actual income taxes as follows:

                                                      December 31,              December 31,
                                                          1998                      1999
                                                    -----------------         ----------------

Tax at federal statutory rate (34%)                     $(168,269)                 $(183,222)
State income tax (5%)                                   (  24,746)                 (  26,945)

Increase in valuation allowance                           193,015                    210,167
                                                       -----------                   ----------

                                                      $(           -)           $(           -)
                                                       ==============            ==============
</TABLE>

The net change in 1999 in the total valuation allowance was $210,167.



                                                   F-11


<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 5.  NOTES PAYABLE

At December 31, 1999 the Company had the following notes payable outstanding:

                                                                Balances at
                                                                Dec. 31,
                                                                1999

Related party notes payable,
unsecured, interest from 6% to 12% per annum,
maturing  April 1, 2000                                         $   38,647

Related party notes payable,
secured by Company assets, interest
at 10% per annum, maturing from  April 1, 2000
to November 1, 2000.                                               126,587

Related party note payable,
secured by gross revenues, interest
at 6% per annum, maturing November 1, 2000                          80,000

Other related party notes                                            3,500

Total related party notes payable                                  248,734

Note payable, unsecured, interest
at 9% per annum, maturing
November 1, 2000                                                    23,500
                                                                 -----------

Total notes payable (all current)                                $ 272,234
                                                                 =========

The  schedule  of  maturities  by fiscal  year for all notes  outstanding  is as
follows:

         Years ending  December 31,

                  2000      $ 272,234
                            ---------
                  Total      $ 272,234

The fair value of the Company's  long term notes  payable is estimated  based on
the  current  rates  offered  to the  Company  for  debt of the  same  remaining
maturity. At December 31, 1999, the fair value of the notes payable approximated
the amount recorded in the financial statements.


                                                F-12

<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 6.  STOCKHOLDERS' EQUITY

Common stock

The Company as of December 31, 1998 and 1999 had 50,000,000 shares of authorized
Class A common stock, no par value,  with 9,292,699 and 10,597,768 shares issued
and outstanding respectively.

Preferred stock

The Company as of December  31, 1998 and 1999 had 500,000  shares of  authorized
Class  A  preferred  stock,  no  par  value,  with  187,190  shares  issued  and
outstanding  at each date. The Company has the right at any time, to call any or
all  preferred  Class A shares  at a price  of $2.75  per  share.  Each  Class A
preferred  share is  convertible  by the  record  owner  into  one  share of the
Company's  Class A common stock at any time prior to  redemption  upon notice to
the Company.

Stock options

At December  31,  1999,  the Company had stock  options  outstanding  from stock
option  awards and from an  incentive  stock option  plan,  which are  described
below.

Non-employee stock options

The Company  accounts for  non-employee  stock options  under SFAS 123,  whereby
options costs are recorded based at the fair value of the consideration received
or the fair value of the equity instruments  issued,  whichever is more reliably
measurable.

In July, 1998, the Company granted stock options,  exercisable immediately, to a
consulting  company as compensation  for services,  to purchase common shares of
Banyan Corporation as follows:

                           Amount           Price/share       Expiration date
                             37,500 shares    $  0.40         August   1, 2001
                           100,000 shares     $  0.80         August   1, 2001
                           100,000 shares     $  1.20         August   1, 2001

The stock options granted were issued pursuant to a consulting agreement with no
stated fee amount. The Company incurred and has accrued no material compensation
expense under these options.



                                                                    F-13


<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 6.  STOCKHOLDERS' EQUITY (Continued):

Employee stock options

The Company applies APB Opinion 25 and related Interpretations in accounting for
employee stock options.  Accordingly,  no compensation  cost has been recognized
for its employee stock options,  nor was any  compensation  cost charged against
income under its employee stock options in 1998 or 1999. Had  compensation  cost
for the Company's  employee stock option awards and incentive  stock option plan
been determined  based on the fair value at the grant dates for awards under the
stock option grants and incentive  stock option plan  consistent with the method
of FASB  Statement  123, the  Company's  net income and earnings per share would
have been reduced to the pro forma amounts indicated below:

                                                     1998         1999
                                                     ----         ----

Net income (loss)          As reported         $(   494,910)     $(   538,889)

                           Pro forma           $(   494,957)     $(   545,713)

Basic and fully diluted    As reported         $(.06)              $(.06)
    earnings per share
                           Pro forma           $(.06)              $(.06)


In August, 1998, the Company granted stock options,  exercisable immediately, to
certain officers of Anything Internet Corporation,  to purchase common shares of
Banyan Corporation as follows:

                           Amount           Price/share       Expiration date
                           100,000 shares     $  0.50         August 31, 2000
                           100,000 shares     $  1.00         August 31, 2000
                           100,000 shares     $  2.00         August 31, 2000

These  options  were  issued  as  part of the  purchase  price  paid  by  Banyan
Corporation to acquire a 35.7% interest in Anything Internet Corporation.

In November, 1999 the Company granted 235,000 stock options to an employee, with
135,000 options  exercisable on November 1, 2000 and for three years thereafter,
and  100,000  options  exercisable  on  November  1,  2001 and for  three  years
thereafter, with all options being exercisable at $ 0.12 per share.


                                      F-14


<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE 6.  STOCKHOLDERS' EQUITY (Continued):

Incentive stock option plan

As part of an overall executive  compensation program, the Company has adopted a
tax  qualified  incentive  stock  option  plan.  The plan which is set to expire
September 18, 2005 unless extended by the directors,  allows eligible  employees
to receive  options to acquire  Class A common  stock of the  Company at a price
equivalent  to 95% of the fair market  value of the stock on the date the option
is granted.  Each option granted will become  exercisable over a ten year period
unless the optionee owns 10% or more of the stock of the Company,  in which case
the option is exercisable  over a five year period.  The ability to exercise the
options vests at a rate of 20% per year. As of October 10, 1996,  105,345 shares
of Class A common stock of the Company  have been  reserved for sale through the
plan.  Options to acquire  11,154  shares  were  outstanding  (with  8,923 being
exercisable) on December 31, 1999, at an exercise price of $0.05 per share.





                                                               F-15


<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE 6.  STOCKHOLDERS' EQUITY (Continued)

A summary of the status of the  Company's  stock options as of December 31, 1998
and  December 31,  1999,  and changes  during the years ending on those dates is
presented below:


                                December 31, 1998           December 31, 1999
                                   Weighted Ave.               Weighted Ave.
Options                       Shares   Exercise Price    Shares   Exercise Price

Outstanding at
      beginning of period    11,154      $ 0.05          548,654       $ 0.05
Granted                     537,500      $ 1.05          235,000       $ 0.12
Exercised
Forfeited
                            -------------                         -------------
Outstanding at
      end of period         548,654      $ 1.05          783,654       $ 0.76
                            =======                      =======
Options exercisable
     at period end          544,192                      546,423
Weighted average fair
     value of options
     granted during the
     the period                          $ 0.0038                      $ 0.03


The following table summarizes  information  about stock options  outstanding at
December 31, 1998.
<TABLE>
<CAPTION>

                                    Options Outstanding               Options Exercisable

                        Number         Weighted Ave.                                   Number
     Range of       Outstanding         Remaining                  Weighted Ave.       Exercisable     Weighted Ave.
Exercise Prices      at 12/31/98       Contractual Life           Exercise Price       at 12/31/98     Exercise Price
---------------      -----------       ----------------           --------------       -----------     ------- ------
<S>                    <C>              <C>                          <C>                <C>             <C>
$ 0.05 - $2.00         548,654          19.54 months                 $1.05              544,192         $  1.04

The following table summarizes  information  about stock options  outstanding at
December 31, 1999.


                                    Options Outstanding               Options Exercisable

                        Number         Weighted Ave.                                   Number
     Range of       Outstanding         Remaining                  Weighted Ave.       Exercisable     Weighted Ave.
Exercise Prices      at 12/31/99       Contractual Life           Exercise Price       at 12/31/99     Exercise Price
---------------      -----------       ----------------           --------------       -----------     ------- ------
<C>      <C>           <C>              <C>                          <C>                <C>             <C>
$ 0.05 - $2.00         783,654          24.66 months                 $0.76              546,423         $ 1.03

</TABLE>


                                                   F-16

<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE 6.  STOCKHOLDERS' EQUITY (Continued)

Stock rights offering

On November  15,  1996,  the Board of  Directors  approved a rights  offering to
stockholders  of record on December 6, 1996. Each right allowed a shareholder to
acquire  two  shares of common  stock for  $0.125  per  share.  The terms of the
offering  provided  that the number of shares  issuable upon exercise as well as
the exercise  price would not be adjusted for any post offering  stock splits or
any other change in the overall  capitalization of the Company.  The rights were
offered for $0.01 per right. Of the 2,449,609 rights that were issued, 2,005,401
were  exercised  and exchanged for 4,010,802 new shares of Class A common stock,
including 1,378,000 shares in 1997 and 2,632,802 shares in 1998.


NOTE 7. CONTINGENCIES

An officer of the Company was convicted in 1999 in U.S. District Court, Southern
District of New York for certain  securities  violations  occurring in 1996.  No
allegations  have been made  against the Company.  The eventual  effect of these
proceedings,  if any, on the Company's  business  undertakings is unknown at the
present time.

The Company is currently  defending  litigation  brought by a brokerage  firm in
October,   1999,  alleging  negligence  and  seeking  damages  of  approximately
$415,000. The outcome of these proceedings is unknown at the present time.







                                                  F-17


<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 8. OPERATIONS OF BUSINESS SEGMENTS,
        IN GEOGRAPHIC AREAS, AND MAJOR CUSTOMERS

Business segments

The Company  identifies  operating  segments based on differences in products or
services.  The Company  operates in two business  segments,  computer  equipment
carrying  case  sales  and web  site  design.  Web site  services  are set up to
guarantee an internet retailer that its web page will appear in the first twenty
selections on at least one of the major search  engines.  No  differences  exist
between  measurements of the Company's profits and losses, and assets, and those
of its segments.  There have been no changes from prior  periods in  measurement
methods used to determine reported segment profit or loss, and the Company makes
no  asymmetrical   accounting   allocations  to  segments.   No  material  sales
transactions  have taken place between the segments.  Segment  information on an
unconsolidated basis for 1999 is shown below (after intercompany eliminations).

                         Carrying Web Site Consolidated
                            Cases             Design            Total

Unaffiliated Revenue        $  125,812        $   15,364        $  141,176
                            ==========        ==========        ==========

Operating (loss)            $ (539,003)      $  (38,097)       $ (577,100)
Other income (expenses):
     Interest revenue            1,671                              1,671
     Interest (expense)        (19,803)             (35)          (19,838)
     Gain on asset sale        174,703                            174,703
     Equity income (loss)     (118,325)                          (118,325)
                            -----------      -------------     -----------
                              (500,757)         (38,132)         (538,889)
Income tax expense                   -                -                 -
                          ----------------- ----------------  -----------------
Net income (loss)           $ (500,757)      $  (38,132)       $ (538,889)
                             ==========       ==========        ==========

Identifiable assets         $  255,232        $ 157,537         $  412,769
                            ==========        =========         ==========

Depreciation and amortization expense from the carrying case segment were $1,712
and $16,802  respectively.  Depreciation and  amortization  expense from the web
site design segment were $1,614 and $2,613 respectively.  Total expenditures for
long lived  assets were $92,656  through the carrying  case segment and $154,415
through the web site design segment.





                                      F-18

<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE 8. OPERATIONS OF BUSINESS SEGMENTS,
        IN GEOGRAPHIC AREAS, AND MAJOR CUSTOMERS (Continued)

Geographic areas and major customers

The Company's long term assets are all held domestically.  Approximately 9.8% of
revenues  ($13,835)  were  generated   internationally,   and  90.2%  ($127,341)
domestically.  The Company's largest customer accounted for approximately 46% of
total revenues ($64,941), all from the carrying case business. No other customer
accounted for over 10% of sales.




                                      F-19




<PAGE>




                    BANYAN CORPORATION (and Subsidiary), and
                           SHOWCASE TECHNOLOGIES, LLC
                   PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                    December 31, 1998 and September 30, 1999


Basis of Presentation

The following pro forma consolidated balance sheet as of September 30, 1999, and
pro forma consolidated  statements of operations for the year ended December 31,
1998 and nine months ended  September 30, 1999 between  Banyan  Corporation  and
Showcase  Technologies,  LLC,  are  presented  to show  what  effects  the asset
purchase of Showcase Technologies, LLC by Banyan Corporation on November 1, 1999
might have had on historical  financial  information had the  transaction  taken
place on an earlier date. The pro forma  consolidated  financial  statements are
derived from the  historical  financial  statements  of Banyan  Corporation  and
Showcase  Technologies,  LLC,  and assume that for balance  sheet  purposes  the
transaction  occurred on September  30, 1999,  and for  statement of  operations
purposes on January 1, 1998 with resulting  effects through  September 30, 1999.
The pro forma  consolidated  financial  statements should be read in conjunction
with the historical financial information.  The pro forma consolidated financial
statements  are not  necessarily  indicative  of the result that would have been
attained had the transaction actually taken place earlier.












                                      F-20


<PAGE>



<TABLE>
<CAPTION>

                     BANYAN CORPORATION (and Subsidiary) and
                           SHOWCASE TECHNOLOGIES, LLC
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                               September 30, 1999



                                                                   Banyan          Showcase        Adjustments          End
                                                                Corporation       Tech., LLC        (Note 1)          Balance
                                                              ----------------- ---------------- ---------------- ----------------

                                         ASSETS

Current assets
<S>                                                                <C>             <C>               <C>             <C>
      Cash                                                         $    28,872     $          -       $  108,402     $     28,872

                                                                                                       (108,402)
      Accounts receivable                                               75,078                                             75,078
      Inventory                                                         36,976           15,366           17,342           69,684
      Prepaid expenses                                                   7,261                                              7,261
                                                              ----------------- ---------------- ---------------- ----------------
             Total current assets                                      148,187           15,366           17,342          180,895
                                                              ----------------- ---------------- ---------------- ----------------
Fixed assets
      Furniture and fixtures                                            11,921                                             11,921
      Equipment and tooling                                             15,648            1,000          (1,000)           15,648
                                                              ----------------- ---------------- ---------------- ----------------
                                                                        27,569            1,000          (1,000)           27,569
      less accumulated depreciation                                   (17,175)            (775)              775         (17,175)
                                                              ----------------- ---------------- ---------------- ----------------
                                                                        10,394              225            (225)           10,394
                                                              ----------------- ---------------- ---------------- ----------------
Other assets
      Trademarks and licenses, net                                      26,434            2,233          (2,233)           26,434
      Goodwill                                                                                           226,607          226,607
      Other                                                              7,200
                                                                                                                            7,200
                                                              ----------------- ---------------- ---------------- ----------------
                                                                        33,634            2,233          224,374          260,241
                                                              ----------------- ---------------- ---------------- ----------------

Total Assets                                                       $   192,215       $   17,824       $  241,491      $   451,530
                                                              ================= ================ ================ ================

                         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
      Accounts payable                                             $   121,893         $      -                       $   121,893

      Bank overdraft                                                                      5,026          (5,026)                -

      Accrued salaries and related exp.                                 38,026                                             38,026
      Related party payable                                                              31,957         (31,957)                -

      Accrued interest                                                 230,692                                            230,692
                                                              ----------------- ---------------- ---------------- ----------------
          Total current liabilties                                     390,611           36,983         (36,983)          390,611
      Notes payable                                                    105,234                            80,000          185,234
                                                              ----------------- ---------------- ---------------- ----------------

Total Liabilities                                                      495,845           36,983           43,017          575,845
                                                              ----------------- ---------------- ---------------- ----------------

Stockholders' Deficit
      Preferred stock, Class A: no par value;
          500,000 shares authorized; 187,190 issued and out.;
          callable at $2.75 per share and convertible                  334,906                                            334,906
      Common stock, Class A: no par value;
          50,000,000 shares authorized;
          9,879,746 issued and outstanding                           3,327,598                           179,315        3,506,913
         (10,594,441 after adjustments)
      Accumulated deficit                                          (3,966,134)                                        (3,966,134)
      Members' equity                                                                  (19,159)           19,159
                                                              ----------------- ---------------- ---------------- ----------------
                                                              -----------------                                   ----------------
Total Stockholders' Deficit                                          (303,630)                           198,474        (105,156)
                                                              ----------------- ---------------- ---------------- ----------------

Total Liabilities and Stockholders' Deficit                        $   192,215       $   17,824       $  241,491      $   451,530
                                                              ================= ================ ================ ================



</TABLE>

                                      F-21


<PAGE>


<TABLE>
<CAPTION>



                     BANYAN CORPORATION (and Subsidiary) and
                           SHOWCASE TECHNOLOGIES, LLC
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      For The Year Ended December 31, 1998


                                                          Banyan              Showcase          Adjustments            End
                                                        Corporation          Tech., LLC          (Note 1)            Balance
                                                    -------------------- ------------------- ------------------ -------------------

<S>                                                    <C>                 <C>                  <C>               <C>
Sales, net                                             $        206,467    $        270,954     $            -    $        477,421


Cost of  sales
                                                                 69,006             193,731                                262,737
                                                    -------------------- ------------------- ------------------ -------------------

Gross margin                                                    137,461              77,223                  -             214,684

Research & development                                                -                   -

Selling, general and administrative expenses                    573,317              71,814           138,661              783,792
                                                    -------------------- ------------------- ------------------ -------------------

Gain (loss) from operations                                   (435,856)              5,409           (138,661)           (569,108)


Other income (expense)
     Interest expense                                          (22,913)                                (4,800)            (27,713)
     Gain (loss) on sale of assets                               3,449                                                      3,449
     Equity income of Anything Internet Corporation            (39,590)                                                   (39,590)
                                                    -------------------- ------------------- ------------------ -------------------

Income (loss) before provision for income taxes               (494,910)               5,409          (143,461)           (632,962)

Provision for income tax
                                                                      -                   -                  -                   -
                                                    -------------------- ------------------- ------------------ -------------------

Net income (loss)                                      $      (494,910)             $ 5,409     $    (143,461)    $      (632,962)

                                                    ==================== =================== ================== ===================

Net income (loss) per share
(Basic and fully diluted)                              $         (0.06)                                           $         (0.07)
                                                    ====================                                        ===================

Weighted average number of
common shares outstanding                                     8,359,433                                                  9,074,098
                                                    ====================                                        ===================



</TABLE>




                                      F-22


<PAGE>


<TABLE>
<CAPTION>



                     BANYAN CORPORATION (and Subsidiary) and
                           SHOWCASE TECHNOLOGIES, LLC
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                     For The Nine Months September 30, 1999


                                                         Banyan             Showcase           Adjustments            End
                                                      Corporation          Tech., LLC            (Note 1)           Balance
                                                   ------------------- -------------------- ------------------- -----------------

<S>                                                      <C>                 <C>                <C>                 <C>
Sales, net                                               $    116,497        $     201,214      $            -      $    317,711

Cost of  sales                                                 43,121              119,470                               162,591
                                                   ------------------- -------------------- ------------------- -----------------

Gross margin                                                   73,376               81,744      $            -           155,120

Research & development                                              -                    -

Selling, general and administrative expenses                  367,156               50,208             103,996           521,360
                                                   ------------------- -------------------- ------------------- -----------------

Gain (loss) from operations                                 (293,780)               31,536           (103,996)         (366,240)

Other income (expense)
     Interest expense                                        (12,767)                                  (3,600)          (16,367)
     Equity income of Anything Internet Corporation         (118,325)                                                  (118,325)
                                                   ------------------- -------------------- ------------------- -----------------

Income (loss) before provision for income taxes             (424,872)               31,536           (107,596)         (500,932)

Provision for income tax
                                                                    -                    -                   -                 -
                                                   ------------------- -------------------- ------------------- -----------------

Net income (loss)                                       $   (424,872)       $       31,536       $   (107,596)      $  (500,932)
                                                   =================== ==================== =================== =================

Net income (loss) per share
(Basic and fully diluted)                            $         (0.04)                                            $        (0.05)
                                                   ===================                                          =================

Weighted average number of
common shares outstanding                                   9,586,223                                                 10,300,888
                                                   ===================                                          =================


</TABLE>


                                      F-23


<PAGE>


                    BANYAN CORPORATION (and Subsidiary), and
                           SHOWCASE TECHNOLOGIES, LLC
                   PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                    December 31, 1998 and September 30, 1999


NOTE 1.  SUMMARY OF TRANSACTION

Effective  November 1, 1999 Banyan  Corporation  issued 566,667 shares of common
stock  valued at $70,833,  paid cash of $108,482  raised from stock  sales,  and
issued a note for $80,000 to purchase  the net assets of Showcase  Technologies,
LLC,  valued at  $32,708.  The  difference  between  the  consideration  paid of
$259,315 and the net assets  acquired was allocated to goodwill in the amount of
$226,607.  Statement of operations  adjustments  include  interest on the issued
note, goodwill amortization of $22,661 in 1998 and $16,996 in 1999 (including in
selling,  general and  administrative  expenses),  and salary  payments  under a
transaction  related  employment  agreement  of  $116,000 in 1998 and $87,000 in
1999, also included under selling, general and administrative expenses.








                                      F-24


<PAGE>

                           SHOWCASE TECHNOLOGIES, LLC

                              FINANCIAL STATEMENTS

                               December 31, 1997,
                               December 31, 1998,
                              & September 30, 1999




<PAGE>




                           SHOWCASE TECHNOLOGIES, LLC
                              Financial Statements




                                TABLE OF CONTENTS


                                                                        Page

         INDEPENDENT AUDITOR'S REPORT ON
             THE FINANCIAL STATEMENTS                                   F-1


         FINANCIAL STATEMENTS

                  Balance sheets                                        F-2
                  Statements of operations                              F-3
                  Statements of members' equity                         F-4
                  Statements of cash flows                              F-5
                  Notes to financial statements                         F-6


<PAGE>
                            RONALD R. CHADWICK, P.C.
                           CERTIFIED PUBLIC ACCOUNTANT
                         2851 S. PARKER ROAD, SUITE 720
                             AURORA, COLORADO 80014
                                   ----------
                             TELEPHONE:(303)306-1967
                            TELECOPIER:(303)306-1944




                          INDEPENDENT AUDITOR'S REPORT


To the Members
Showcase Technologies, LLC
Colorado Springs, Colorado

I have audited the accompanying balance sheets of Showcase Technologies,  LLC as
of December 31, 1997,  December 31, 1998, and September 30, 1999 and the related
statements of  operations,  members'  equity and cash flows for the periods then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of Showcase  Technologies,  LLC as of
December 31, 1997,  December 31, 1998, and September 30, 1999 and the results of
its operations and its cash flows for the periods then ended in conformity  with
generally accepted accounting principles.


Aurora, Colorado                                     /s/RONALD R. CHADWICK, P.C.
March 16, 2000                                          RONALD R. CHADWICK, P.C.









                                       F-1


<PAGE>

<TABLE>
<CAPTION>


                           SHOWCASE TECHNOLOGIES, LLC
                                 BALANCE SHEETS



                                                                Dec. 31,             Dec. 31,                  Sept. 30,
                                                                  1997                 1998                       1999
                                                            ----------------- -----------------------       -----------------
ASSETS

Current assets
<S>                                                            <C>                     <C>                        <C>
      Cash                                                     $      27,835           $       3,716          $            -
      Inventory                                                       15,366                  15,366                  15,366
                                                            ----------------- -----------------------       -----------------
             Total current assets                                     43,201                  19,082                  15,366

      Patent                                                           2,772                   2,464                   2,233
      Other                                                                                      311
                                                                         426                                             225
                                                            ----------------- -----------------------       -----------------

Total Assets                                                   $      46,399           $      21,857           $      17,824
                                                            ================= =======================       =================


LIABILITIES AND MEMBERS' EQUITY

Current liabilities
      Bank overdraft                                           $           -          $            -           $       5,026
      Related party payable                                          102,503                  72,552                  31,957
                                                            ----------------- -----------------------       -----------------

          Total current liabilties                                   102,503                  72,552                  36,983

                                                            ----------------- -----------------------       -----------------
Total Liabilities                                                    102,503                  72,552                  36,983
                                                            ----------------- -----------------------       -----------------

Members' Equity                                                     (56,104)                (50,695)                (19,159)
                                                            ----------------- -----------------------       -----------------

Total Liabilities and Members' Equity                          $      46,399           $      21,857           $      17,824
                                                            ================= =======================       =================




</TABLE>


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

                                       F-2



<PAGE>

<TABLE>
<CAPTION>




                           SHOWCASE TECHNOLOGIES, LLC
                            STATEMENTS OF OPERATIONS



                                                                                          Nine Months
                                                        Year Ended         Year Ended           Ended
                                                         Dec. 31,           Dec. 31,          Sept. 30,
                                                           1997               1998               1999
                                                     ------------------ ----------------- -------------------

              <S>                                             <C>               <C>                <C>
              Sales                                      $     269,306     $     270,954      $      201,214
              Cost of sales                                    197,072           193,731             119,470
                                                     ------------------ ----------------- -------------------

              Gross margin                                      72,234            77,223              81,744


              Operating expenses                                44,956            71,814              50,208

                                                     ------------------ ----------------- -------------------

              Income (loss) from operations                     27,278             5,409              31,536


              Other income (expense)
                                                                     -                 -                   -
                                                     ------------------ ----------------- -------------------

              Income (loss) before provision
                   for income taxes                             27,278             5,409              31,536


              Provision for income tax
                                                                     -                  -                  -
                                                      ------------------ ----------------- -------------------
                                                                                       $
              Net income (loss)                         $       27,278             5,409     $        31,536

                                                     ================== ================== ===================

</TABLE>



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

                                       F-3



<PAGE>

<TABLE>
<CAPTION>


                           SHOWCASE TECHNOLOGIES, LLC
                          STATEMENTS OF MEMBERS' EQUITY
                  For the Years Ended December 31, 1997 & 1998,
                  and the Nine Months Ended September 30, 1999



<S>                                                        <C>
Members' equity, January 1, 1997                           $(83,382)

Income (loss) for the period                                 27,278

Members' equity, December 31, 1997                       $(  56,104)

Income (loss) for the period                                  5,409

Members' equity, December 31, 1998                        $(  50,695)

Income (loss) for the period                                  31,536

Members' equity, September 30, 1999                       $(  19,159)
                                                          ===========

</TABLE>








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

                                       F-4


<PAGE>



<TABLE>
<CAPTION>




                           SHOWCASE TECHNOLOGIES, LLC
                            STATEMENTS OF CASH FLOWS


                                                                                            Nine Months
                                                              Year Ended      Year Ended         Ended
                                                               Dec. 31,        Dec. 31,       Sept. 30,
                                                                 1997            1998            1999
                                                            --------------- --------------- ---------------
Cash Flows From Operating Activities:
<S>                                                            <C>             <C>              <C>
     Net income (loss)                                         $    27,278     $     5,409      $   31,536

     Adjustments  to  reconcile  net income to net cash  provided  by (used for)
     operating activities:
          Depreciation
                                                                       192             115              86
          Amortization
                                                                       308             308             231
                                                            --------------- --------------- ---------------
               Net cash provided by (used for)
               operating activities                                 27,778           5,832          31,853
                                                            --------------- --------------- ---------------

Cash Flows From Financing Activities:
     Payment of related party payable                                             (29,951)        (40,595)
                                                            --------------- --------------- ---------------
               Net cash provided by (used for)
               financing activities                                       -       (29,951)        (40,595)
                                                            --------------- --------------- ---------------

Net Increase (Decrease) In Cash                                     27,778        (24,119)         (8,742)
Cash At The Beginning Of The Period                                                 27,835           3,716
                                                                        57
                                                            --------------- --------------- ---------------

Cash At The End Of The Period                                  $    27,835     $     3,716    $    (5,026)
                                                            =============== =============== ===============


</TABLE>




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

                                       F-5


<PAGE>


                           SHOWCASE TECHNOLOGIES, LLC
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Showcase Technologies, LLC (the "Company"), was organized as a limited liability
company in the state of New York in May,  1995.  The  Company  manufactures  and
distributes hard carrying cases for portable notebook computers and data storage
devices.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.

Accounting  year and method

The Company  employs a calendar  accounting  year, and uses the accrual basis of
accounting.

Use of estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Organization costs

Organization costs are expensed as incurred.

Property and equipment

Property and equipment are recorded at cost and  depreciation  is recorded using
the double declining balance method over the estimated lives of the assets.

Inventory

Inventory  consists of raw materials and consigned  finished goods.  Inventories
are valued at the lower of cost or market using the first-in,  first-out  (FIFO)
method.




                                       F-6


<PAGE>


                           SHOWCASE TECHNOLOGIES, LLC
                    NOTES TO FINANCIAL STATEMENTS - Continued

NOTE 1.  ORGANIZATION, OPERATIONS AND SUMMARY OF
         SIGNIFICANT ACCOUNTING POLICIES (Continued):

Patent

Patent work has been recorded at cost and  amortized  based on the straight line
method over ten years.  Amortization expense was $308 in 1997 and 1998, and $231
for the nine months ended September 30, 1999.

Revenue recognition

Revenue is  recognized  by the Company  when a product is shipped to a customer.
The Company  will  recognize  revenues  from its web page design  business  when
services have been successfully completed.

AICPA Statement of Position 98-5

Effective  January  1, 1999 the  Company  has  adopted  the AICPA  Statement  of
Position  ("SOP")  98-5,  which  requires  nongovernmental  entities  to expense
startup  costs as  incurred.  The  adoption  by the  Company  of SOP 98-5 is not
expected to have a material impact on the Company's financial statements.

Financial Instruments

The carrying value of the Company's  financial  instruments,  including cash and
cash equivalents,  accounts receivable, accounts payable, and long term debt, as
reported in the accompanying balance sheet, approximates fair value.

Income tax

The Company is treated as a partnership  for income tax purposes,  and therefore
does not accrue or pay income tax at the partnership level.

Operating segments

The Company  identifies  operating  segments based on differences in products or
services.  At September 30, 1999 in addition to its carrying case business,  the
Company was completing a separate business segment to provide internet retailers
with web page design services.  The services are set up to guarantee an internet
retailer  that its web page will  appear in the first  twenty  selections  on at
least one of the major  search  engines.  Operations  from this  segment had not
commenced as of September 30, 1999.



                                       F-7


<PAGE>


                           SHOWCASE TECHNOLOGIES, LLC
                    NOTES TO FINANCIAL STATEMENTS - Continued


NOTE 1.  ORGANIZATION, OPERATIONS AND SUMMARY OF
         SIGNIFICANT ACCOUNTING POLICIES (Continued):


No differences  exist between  measurements of the Company's profits and losses,
and assets,  and those of its  segments.  There have been no changes  from prior
periods in  measurement  methods used to determine  reported  segment  profit or
loss, and the Company makes no asymmetrical  accounting allocations to segments.
No material transactions take place between the segments.

Products and services, geographic areas, and major customers

All the  Company's  sales  were to  external  customers.  The  Company  sells to
domestic,  Canadian  and  European  customers,  and  had no one  major  customer
accounting  for over 10% of its sales.  The  Company's  long term assets are all
held domestically.

NOTE 2. RELATED PARTY TRANSACTIONS

The Company has borrowed funds from its general  manager to meet working capital
needs, resulting in a related party payable of $120,503, $72,552, and $31,536 at
December 31, 1997,  December 31, 1998 and September 30, 1999  respectively.  The
related party payable is non-interest bearing and due on demand.

NOTE 3. SUBSEQUENT EVENTS

On November 1, 1999 all the Company's assets were acquired by Banyan Corporation
in a transaction accounted for as a purchase.
















                                       F-8



<PAGE>

                                   SIGNATURES

                  Pursuant  to the  requirements  of  Section 13 or 15(d) of the
Securities  Exchange Act of 1934,  the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.


DATE:  May 22, 2000                  By:  /s/Larry Stanley
                                       --------------------------
                                           Larry Stanley
                                           President & Chief Executive Officer



                  Pursuant to the requirements of the Securities Exchange Act of
1934,  this report has been signed below by the  following  persons on behalf of
the registrant and in the capacities and dates indicated.


DATE:  May 22, 2000                  By:  /s/Larry Stanley
                                       --------------------------
                                           Larry Stanley
                                           President
                                           Director


DATE:  May 22, 2000                  By:  /s/ Lloyd K. Parrish Jr.
                                       --------------------------
                                          Lloyd K. Parrish Jr.
                                          Director


DATE:  May 22, 2000                  By:  /s/Jeffrey M. Rhodes
                                       --------------------------
                                          Jeffrey M. Rhodes
                                          Director