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, 2000

                         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. $511,909

Aggregate market value of the voting stock held by non-affiliates of registrant:
$268,406 as of December 31, 2000

Number of shares outstanding as of December 31, 2000: Class A Common 9,509,068
                                   Class A Convertible Preferred 187,190.


     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.
                                   1
<PAGE>
Part I.
Item 1   DESCRIPTION OF BUSINESS

ORGANIZATION  AND  CHARTER  AMENDMENTS

     Banyan  Corporation  (the "Company") was organized under the laws of Oregon
on June 13, 1978 under the name Omni-Tech  International  Corporation.

     On August 25, 1981, the Company's  Articles of Incorporation were restated.
The  purposes  of the  amendment  were  to:  1) add a  specific  purpose  to the
corporate charter (Article 3.1), 2) to establish a second class of capital stock
consisting of 2,787,500  shares (Article 4), 3) to allow action by a majority of
shareholders in writing without the need for a  shareholders'  meeting  (Article
5), 4) to eliminate  cumulative voting for the election of directors (Article 6)
and 5) to allow the Board of Directors  acting through the by-laws to change the
number of directors  (Article 7). 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: to change the name of the  corporation  from
Omni-Tech  International  Corporation  to Interactive  Data Vision,  Inc. and to
change the authorized capital stock to 50,000,000 shares of Class A common stock
having no par value,  10,000,000  Class B common stock having no par value,  and
10,000,000 shares of preferred stock having no par value.

     On 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
to change the name of the  corporation  from  Interactive  Data Vision to Banyan
Corporation  and to  create a Class B  preferred  stock by  authorizing  500,000
shares of Class B Preferred, No Par value.

     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,  although he retained his  position as President of  TopListing.com
Corporation,  and Lawrence Stanley,  the Company's  president was elected as the
new president of Doublecase Corporation.

                                   2
<PAGE>


MATERIAL  CHANGES

     On December 7, 1998,  the Company issued a stock dividend of 200,000 shares
of Anything Internet Corporation (which later changed its name and became Inform
Worldwide Holdings, Inc.), 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.  In December  1999,  the  Company's
ownership in Anything Internet fell below 20%.

     Between  December 10, 1996 and December 31, 2000,  the Company issued a net
increase of 9,856,681 shares of its Class A common stock. On September 11, 2000,
the company purchased from a shareholder  1,088,700 shares of its Class A common
stock and retired  these  shares.  There have been no splits or dividends of the
Company's Class A common stock between  December 10, 1996 and December 31, 2000.
On December 31,  2000,  there were  9,509,068  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.

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

     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
has integrated the carrying case and rail systems product lines it acquired into
Doublecase's existing product line.

     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 to
provide   web-based   development   consulting   services   to  its   clientele.
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 expanded  TopListing.com's  web site services and has
entered into the website design, consulting, and programming fields.


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.



                                   6
<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 web 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 63.7% 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

                                        7
<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 15.7% 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 continuing  its
attempts to become OEM  supplier,  which would allow  DoubleCase  products to be
sold as standard or optional  equipment on new notebook computer  purchases.  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  has  created  what  it  believes  is an  agressive  marketing  strategy
targeting  other  existing  web-sites  in addition to  expanding  TopListing.com
Corporation's web programming services.

     Additionally,  the  Company  sells  via its own  site,  www.doublecase.com.
DoubleCase is building a strong Internet retail  presence.  The Company believes
that internet storefronts will 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 2000,  international
sales accounted for approximately 2% 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.




                                       9
<PAGE>



ANYTHING  INTERNET  CORPORATION

     On August 19, 1998,  the Company  entered into a Share  Exchange  Agreement
with Anything,  Inc.,  subsequently renamed Anything Internet  Corporation,  and
subsequently renamed Inform Worldwide Holdings, Inc. ("IWWH") Under the original
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 $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 retained  800,027,  or about 26%, of
Anything Internet. Those shares were exchanged for convertible preferred shares,
which  converted  into common  shares  which are now the  subject of  litigation
between the Company and Inform Worldwide  Holdings,  Inc. The Company  currently
own less than 10% of Inform Worldwide Holdings, Inc.


                                   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  month to month  lease on the
location with a one year extension at a monthly rental rate of $1,244 per month.

     Additionally,   the  Company's   wholly-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 $1,600 per month from
November 2000 through  October,  2002,  and has one renewal  period of two years
with the rental price going up $100 each year during the 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 reached a settlement with Paine Webber whereby the Company would pay
$140,000 to Paine Webber between July,  2000 and February,  2001. As of February
28,  2001 the  Company is in  default  of this  agreement,  and  currently  owes
$113,000.

     The Company has filed suit against Inform Worldwide Holdings, Inc. ('IWWH')
in the Federal District Court of El Paso County,  Colorado (Case No. 01-CV-310).
The Company is seeking to recover converted  preferred shares which IWWH refused
to issue, and resultant damages of approximately $500,000. IWWH has since issued
restricted  common stock to the Company even though they were obligated to issue
freely-trading stock.

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, 2000.

                                   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,  2000 and prior.  These  quotations  reflect
     inter-dealer prices, without retail mark-up, mark-down or commissions,  and
     may not  reflect  actual  transactions.  As of April 11,  2001  there  were
     exactly  389  shareholders  of  Common  Stock  and 18  shareholders  of the
     non-trading Preferred Class 'A' Stock.


<TABLE>
<CAPTION>
                           High              Low
                          -----              ----
<S>                       <C>               <C>
2000
-----
Fourth Quarter              0.09             0.04
Third Quarter               0.09             0.05
Second Quarter              0.21             0.06
First Quarter               0.36             0.07


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,  2000,  there were  approximately  400  holders of the
     Company's Common Stock.

(c)  No dividends were paid during the fiscal year ending Dec. 31, 2000.


                                   12

<PAGE>

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

     The independent  auditor's report on the Company's  consolidated  financial
statements  as of and for the year ended  December 31,  2000,  includes a "going
concern" paragraph that describes  substantial doubt about the Company's ability
to continue as a going concern.

The Year Ending December 31, 2000 Compared to the Year Ending December 31, 1999

     Net sales for the year ending December 31, 2000 were $511,909,  an increase
of 263% over the same  period  in 1999.  The large  increase  in sales  were the
result of improved market  conditions for the Company's  computer  carrying case
product  line  and the  continuing  introduction  of the new  internet  services
product line.

     Gross  margins  declined from 62.7% for the year 1999 to 52.2% for the same
period in the year 2000. The margin  decrease was primarily  caused by the write
off of certain inventories  totaling $25,786 acquired when the Company purchased
Showcase  Technologies in November,  1999 and increased material costs. Selling,
general and administrative  expenses increased  $1,114,706 in 2000 to $1,609,491
compared to 1999. The increase in these expenses was the result of the Company's
continuing  investment  in new  products  ($499,386),  the cost of  professional
services to comply with certain governmental  regulations and to meet continuing
litigation obligations ($46,986),  impairment losses (173,732),  loss on sale of
assets  ($54,390),  and  settlement  of lawsuit  ($140,000).  The  settlement of
lawsuit costs are attributed to a settlement  agreement with Paine Webber,  Inc.
to end its lawsuit brought against the Company. As part of the settlement Banyan
agreed to pay $140,000 to Paine Webber  between July,  2000 and February,  2001.
The Company has not admitted to any wrong doing and only settled this lawsuit to
avoid even costlier  litigation  expenses.  Also the Company  realized a loss of
$54,390 from the sale of its Inform Worldwide stock. The remaining cost increase
of $25,509 resulted from small cost increases required to operate the business.

     Other expenses, net of other income, for the year totaled $897,508.  As a
result of treating its Inform Worldwide Holdings,  Inc. (Inform Worldwide) stock
as trading securities, the Company must revalue its investment to current market
value at the end of each  calendar  quarter.  Because  of this  revaluation  the
Company  recorded a loss of $1,130,475  for the year 2000.  Through the sales of
this stock the  Company was able to finance  its  product  expansion.  Partially
offsetting  these  losses was the  recovery of a $75,000  note  receivable  from
Inform Worldwide, which had been written off in 1999 following equity accounting
rules and interest income, net of interest expense, of $37,227.

     As a result of the increased  expenses and the  unrealized  losses from the
investment in Inform  Worldwide,  the Company's net loss in 2000 was  $2,239,666
compared with a net profit of $1,848,152 for the previous year.

Liquidity and Capital Resources

     During the year of 2000,  the Company was able to meet its financial  needs
by  continuing  to sell  shares of common  stock in Inform  Worldwide  for a net
proceed of $1,026,588. By selling these shares, investments in new products were
made and the expansion of markets served was continued.  The Company was able to
collect the entire amount of a promissory note ($75,000) from Inform  Worldwide,
including  related  interest due, and in turn repaid a $60,000 loan to a related
party.  Because of the rapid  increase in sales during the year,  trade accounts
receivable increased $18,543.  Inventories and prepaid expenses increased during
the year by $59,345 and accounts payable and accrued expenses increased $281,694
primarily because of the recording of the Paine Webber,  Inc. lawsuit settlement
of $140,000 and  increased  liabilities  resulting  from  increases in sales and
operating  levels.  During the year the Company borrowed 50,000 common shares of
Inform Worldwide for five months. At the end of that period 60,000 shares of the
same stock must be repaid.  Also during the year, the Company  exchanged  14,530
Class A preferred  stock of Inform  Worldwide for 36,324 common shares of Inform
Worldwide. Finally, the Company also settled certain claims by a shareholder and
repurchased  all of the  common  stock of  Banyan  held by this  individual  and
affiliated parties in exchange for 24,000 preferred shares of Inform Worldwide.

     In late  December  the  Company was  negatively  impacted by the refusal of
Inform Worldwide to honor its contractual  obligation to convert preferred stock
held  by  Banyan  into  "freely  trading"  common  stock.  As a  result  of this
contractual  breach,  Banyan  was  unable  to meet  its  financial  obligations.
Therefore  in  early  January  Banyan  temporarily  laid  off six of its  eleven
employees and reduced all activities to minimum  maintenance levels. The Company
then filed a lawsuit in the  Colorado  District  Court asking  several  forms of
relief  from  Inform  Worldwide.  A few days  before an  emergency  hearing  was
scheduled,  Inform  Worldwide  issued 664,410 shares of its common stock bearing
restrictions under SEC Rule 144. Banyan has since complied with Rule 144 and has
started to sell some of its holdings.  In March,  the Company was able to resume
operations after receiving loans and loan commitments  totaling $125,000 from an
officer and director of the Company. The result of Inform Worldwide's failure to
meet its  obligations  caused  serious  financial harm to Banyan and the Company
intends to pursue its legal  remedies in an  attenmpt  to recover  what it hopes
will be all or almost all of these damages.

     Also as result of the Company's  inability to sell Inform  Worldwide stock,
the Company has defaulted on its settlement  agreement  with Paine Webber,  Inc.
Paine  Webber has  received a default  judgment  from the US  District  Court in
Oregon.  Banyan will make every  effort to resolve  this matter in a  reasonable
manner.

     As indicated in the Company's most recent  financial  statements  available
herein, while operating activities provide some cash flow, the Company continues
to be cash flow negative.  There can be no assurances that the Company's ongoing
operations will begin to generate a positive cash flow or that unforeseen events
may not require  more  working  capital  than the Company  currently  has at its
disposal.  At  the  current  time  the  Company  intends  to  fund  its  capital
requirements  from periodic sales of Inform  Worldwide  stock,  or by using this
stock as collateral  for a working  capital  loan. As the Company  completes the
development  of new  computer  carrying  case  designs and the  expansion of its
internet  services  products,  sales are expected to continue to improve.  Thus,
through  improved  sales coupled with lower cost of sales for new products,  the
Company  will reduce its  dependence  on sales of stock and  borrowings.  If the
Company  is unable to meet all of its cash flow  requirements  through  sales of
Inform Worldwide stock and  collateralized  borrowings,  additional funds may be
raised through sales of Banyan's  common or preferred  stock.  If the Company is
unable  to  consummate  any of  these  sales  or  borrowings,  it  will  realize
significant adverse impacts on its operations.


                                   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

     Alhough his report on the Company's financial  statements for the prior two
years  did not  contain  an  adverse  opinion,  disclaimer  of  opinion,  or any
qualifications  or  modifications  with regard to  uncertainy,  audit scope,  or
accounting  principles,  the Company,  upon the  recommendation  of its Board of
Directors,  elected  to  dismiss  its  Certified  Public  Accountant,  Ronald R.
Chadwick, P.C., as of December 1, 2000.

     The Company had not had any  disagreements  with Mr. Chadwick on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure. The Company elected to dismiss Mr. Chadwick because
the Board of Directors  felt that the Company's  business had grown to the point
where it would be beneficial to hire a mid size or regional accounting firm, and
in order to do so it had to first dismiss Mr. Chadwick.

     As of January 14, 2001, the Company has retained the public accounting firm
of Gelfond  Hochstadt  Pangburn,  P.C.  ('Gelfond'),  whose  princapal  business
address is 1600 Broadway,  Suite 2500, Denver Colorado 80202, to do its year end
audit and to advise it with regards to the preparation or review of any interrim
financial statements.

     The Company had not previously  consulted with Gelfond on any matters,  and
hired Gelfond  because the Company's  Board of Directors felt that the Company's
business  had  grown  to the  point  where it  would  be  beneficial  to hire an
accounting firm of Gelfond's size and quality.



Part III.

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

Name                  Age                Position
-----                 ---                ---------
Lloyd K. Parrish Jr.   63                Director
Lawrence Stanley       53                Chairman, President, Chief Executive
                                         Officer and Director
Jeffrey M. Rhodes      37                Director
Alan Hillsberg         45                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.


     Lawrence  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 two  employment  agreements  with  officers and
management personnel. The Company has an employment agreement with Mr. Hillsberg
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. Hillsberg 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). The Company also has a two year employment  agreement in place with Bruce
Leithead,  Vice  President  of Sales  for  Doublecase.  Under  the terms of this
agreement, Mr. Leithead receives $90,000 per year plus commissions,  and options
to purchase 200,000 shares of common stock of the Company at $0.10 per share.


                                       14

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth the compensation paid during the fiscal year
ended December 31, 2000, 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 2000 and no bonuses were awarded during
fiscal 2000.

<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       2000      31,850                                       300,000
   Director)                 1999     109,000                                                              $49,400(1)
                             1998      90,400                            14,000

Lloyd Parrish
  Director                   2000
                             1999
                             1998

Lawrence Stanley
  Secretary
  and Director               2000      69,359                                      400,000(4)
                             1999      6,000
                             1998

Alan Hillsberg
  President,
  TopListing.com Corp.       2000     116,000                                                               20,000(3)
                             1999     19,333                                       235,000(2)
                             1998


<FN>

(1)     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.

(2)     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. Hillsberg.

(3)     Payment of Directors fees.

(4)     Mr. Stanley was awarded  options to purchase  400,000 common shares at
        0.10 each.

</FN>


</TABLE>

                                   STOCK OPTIONS


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

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


                                        15

<PAGE>

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

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

<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
  (the Company's prior
   President,  CEO and                            311,154              0
   Director)


Lawrence Stanley                                  400,000              0
  President
  and Director


Alan Hillsberg                                    235,000              0
  President,
  TopListing.com Corp.

</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, 2000, 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>
Lloyd Parrish, Jr.
   4740 Forge Rd., Bldg. 112
   Colorado Springs, CO  80907          1,020,297        10.7%

Lawrence Stanley
   4740 Forge Rd., Bldg. 112
   Colorado Springs, CO  80907          44,020(2)         0.5%

Alan Hillsberg
33 E Merrick Rd., Suite 6
Valley Strem, NY 11580                 566,667(3)         6.0%

All current directors and executive
 officers as a group (3 persons)        1,630,984        17.2%

Five Percent Shareholders
- -------------------------
Cameron B. Yost (4)
   4740 Forge Rd., Bldg. 112
   Colorado Springs, CO  80907          1,240,263        13.0%

Ann L. Gee (5)
   110 S. Main Street, #510
   Wichita, KS  67202                     503,000         5.3%
- --------------------------------      -----------    ---------
<FN>

(1)     Percentage  of ownership  is based on  9,509,068 shares of Common Stock
        issued and outstanding as of December, 2000.
(2)     Does not include  stock options to purchase 400,000 common shares.
(3)     Does not include  stock options to purchase 235,000 common shares.
(4)     Does not include  stock options to purchase 311,154 common shares.
(5)     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

     In 2000,  the Company  re-paid a loan made to the Company by Lloyd  Parish,
one of its directors. The loan was made in October, 1999, and bore interest at a
rate of 10% per year. Other than that, 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.

     As of December 31, 2000,  DoubleCase  was indebted to a former  stockholder
for $38,647.  This obligation bears interest at rate of 12% per annum and is not
secured by assets of the Company,  and was  originally due on April 1, 2000. The
Company is currently negotiating to extend the due date.

     DoubleCase  Corporation and Banyan  Corporation are indebted to Mr. Parrish
in the  amount of $56,587  and  $10,000,  respectively.  These  obligations  are
represented by promissory  notes, bear interest at the rate of 10% per annum and
are secured by the  DoubleCase's  furniture,  equipment,  inventory and accounts
receivable.  The notes were originally due and payable on April 1, 2000, but Mr.
Parrish  has  extended  the due dates to April 1,  2001.  The  Company  used the
proceeds of this note for working capital shortfalls.

     Toplisting.com  Corporation  and Banyan  Corporation  are  indebted  to Mr.
Stanley in the amount of $6,000 and $60,000, respectively. These obligations are
represented by promissory notes, bear interest at the rate of 10% per annum. The
note are due and payable in November and  December,  2001.  The Company used the
proceeds of this note for working capital shortfalls.

     As of December 31, 2000, Toplisting.com  Corporation and Banyan Corporation
are indebted to Mr.  Hillsberg in the amount of $80,000.  These  obligations are
represented  by a promissory  note,  bear interest at the rate of 10% per annum.
The note is due and payable in November,  2001. The Company used the proceeds of
this note for the purchase of TopListing.com.

CERTAIN  BUSINESS  RELATIONSHIPS

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


Item 13. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND 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

                     YEARS ENDED DECEMBER 31, 2000 AND 1999











                                       18

<PAGE>




                               BANYAN CORPORATION
                        Consolidated Financial Statements



                                TABLE OF CONTENTS


Independent auditors' report - Gelfond Hochstadt Pangburn, P.C.         F-1

Independent auditor's report - Ronald R. Chadwick, P.C.                 F-2

Consolidated financial statements:
         Balance sheet                                                  F-3
         Statements of operations                                       F-4
         Statements of stockholders' equity (deficit)                   F-5
         Statements of cash flows                                 F-6 - F-7
         Notes to consolidated financial statements              F-8 - F-19










                                       19
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Banyan Corporation
Colorado Springs, Colorado

We  have  audited  the  accompanying   consolidated   balance  sheet  of  Banyan
Corporation  and   subsidiaries  as  of  December  31,  2000,  and  the  related
consolidated  statements of operations,  stockholders' equity (deficit) and cash
flows for the year then ended. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audit.


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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Banyan Corporation
and subsidiaries as of December 31, 2000 and the results of their operations and
their cash flows for the year then ended in conformity  with generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has suffered a net loss of $2,239,666 during
the year ended  December  31, 2000 and has a  stockholders'  deficit and working
capital deficiency of $271,434 and $318,559, respectively, at December 31, 2000.
These conditions raise substantial doubt about the Company's ability to continue
as a going  concern.  Management's  plans with regard to these  matters are also
described in Note 1. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


/s/GELFOND HOCHSTADT PANGBURN, P.C.
GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
April 25, 2001




                                       20
<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   statements  of  operations,
stockholders'  equity  and cash flows for the year ended  December  31,  1999 of
Banyan  Corporation  and  subsidiaries.   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 consolidated results of the operations and
cash flows of Banyan  Corporation  and  subsidiaries as of December 31, 1999 and
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.


                      /s/    Ronald R. Chadwick, P.C.
                             Ronald R. Chadwick, P.C.

Aurora, Colorado
March 30, 2000






                                       F-2
                                       21

<PAGE>

<TABLE>
<CAPTION>

                               BANYAN CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2000


                                     ASSETS
Current assets
<S>                                                                   <C>
     Cash and cash equivalents                                        $           2,884
     Accounts receivable                                                         65,417
     Inventories  (Note 3)                                                      126,326
     Trading securities (Note 11)                                               581,426
     Prepaid expenses                                                               300
                                                                      -----------------
              Total current assets                                              776,353
                                                                      -----------------

Furniture, fixtures and equipment, net   (Note 4)                                34,246
                                                                      -----------------

Other assets, net (Note 5)                                                       12,879
                                                                      -----------------

                                                                      $         823,478
                                                                      =================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
     Accounts payable                                                 $         227,739
     Accrued salaries and related expenses                                       85,546
     Accrued interest                                                           260,532
     Accrued other expenses                                                     151,101
     Other liabilities (Note 9)                                                  41,760
     Notes payable (Note 8):
       Related parties                                                          289,587
       Others                                                                    38,647
                                                                             -----------
              Total liabilities, all current                                  1,094,912
                                                                              ----------

Commitments and contingencies (Notes 6 and 11)

Stockholders' deficit (Note 10)
     Preferred stock; no par value; 10,000,000 shares authorized:
       Class A convertible preferred stock; 500,000 shares authorized;
           187,190 issued and outstanding                                       334,906
       Class B preferred stock; 500,000 shares authorized; none
           issued and outstanding
     Common stock; no par value; 60,000,000 shares authorized:
       Class A; 50,000,000 shares authorized; 9,509,068 issued
           and outstanding                                                    3,326,436
       Class B; 10,000,000 shares authorized; none
           issued and outstanding
     Accumulated deficit                                                     (3,932,776)
                                                                      -----------------
              Total stockholders' deficit                                      (271,434)
                                                                      -----------------

                                                                      $         823,478
                                                                      =================


</TABLE>

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

                                       F-3
                                       22
<PAGE>


<TABLE>
<CAPTION>



                               BANYAN CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                                              2000                 1999
                                                                       -----------------     -----------------

<S>                                                                    <C>                   <C>
Sales, net                                                             $         511,909     $         141,176

Cost of sales                                                                    244,576                52,565
                                                                       -----------------     -----------------

Gross margin                                                                     267,333                88,611

Selling, general and administrative expenses                                   1,435,759               494,785
Impairment losses (Note 2)                                                       173,732
                                                                       -----------------     -----------------

                                                                               1,609,491               494,785
                                                                       -----------------     -----------------

Loss from operations                                                          (1,342,158)             (406,174)

Other income (expense)
     Interest income                                                              74,167                 1,671
     Interest expense:
       Related parties                                                           (32,057)              (15,488)
       Other                                                                      (4,883)               (4,350)
     Unrealized (loss) gain on trading securities                             (1,130,475)            2,390,818
     Gain on investment borrowing (Note 9)                                       120,740
     Recovery of note receivable from equity investee                             75,000
     Losses in equity investee                                                                        (118,325)
                                                                       -----------------     -----------------

Net income (loss)                                                      $      (2,239,666)    $       1,848,152
                                                                       =================     =================

Net income (loss) per share
     Basic                                                             $           (0.22)    $            0.19
                                                                       =================     =================

     Fully diluted                                                     $           (0.22)    $            0.19
                                                                       =================     =================

Weighted average number of common shares
     outstanding - basic                                                      10,264,614             9,769,450
                                                                       =================     =================
Weighted average number of common shares
     outstanding - diluted                                                    10,264,614             9,810,527
                                                                       =================     =================



</TABLE>

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



                                       F-4
                                       23


<PAGE>



<TABLE>
<CAPTION>


                               BANYAN CORPORATION
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

                              Preferred stock                    Common stock                                Stock-
                                 Class A                            Class A               Accumulated           holders'
                         Shares          Amount            Shares          Amount           deficit          deficit
                     --------------   -------------    --------------   -------------   -------------     ------------

Balances, at
<S>      <C>                <C>       <C>                   <C>         <C>                <C>            <C>
 January 1, 1999            187,190   $     334,906         9,292,699   $   2,922,795      (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 common
  stock for purchase of
  Showcase Technologies                                       566,667          70,833                           70,833

Stock cancellations                                           (47,830)

Net income                                                                                  1,848,152        1,848,152
                     --------------   -------------    --------------   -------------   -------------     ------------

Balances, at
  December 31, 1999         187,190         334,906        10,597,768       3,442,556      (1,693,110)       2,084,352

Common stock re-
  purchased and
  retired                                                  (1,088,700)       (116,120)                        (116,120)

Net loss                                                                                   (2,239,666)      (2,239,666)
                     --------------   -------------    --------------   -------------   -------------     ------------

Balances, at
  December 31, 2000         187,190   $     334,906         9,509,068   $   3,326,436   $  (3,932,776)    $   (271,434)
                     ==============   =============    ==============   =============   =============     ============

</TABLE>


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


                                       F5
                                       24

<PAGE>

<TABLE>
<CAPTION>


                               BANYAN CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                                              2000                 1999
                                                                       -----------------     -----------------
Cash flows from operating activities:
<S>                                                                    <C>                   <C>
Cash flows from operating activities:
     Net income (loss)                                                 $      (2,239,666)    $       1,848,152
     Adjustments to reconcile net income (loss) to net cash
       used in operating activities:
       Depreciation and amortization                                              64,497                26,568
       Unrealized (gain) loss on trading securities                            1,130,475            (2,390,818)
       Impairment losses                                                         173,732
       Gain on investment borrowing                                             (120,740)
       Recovery of note receivable from equity investee                          (75,000)
       Compensatory stock issuance                                                                       4,125
       Compensatory debt issuance                                                                       23,500
       Losses in equity investee                                                                       118,325
     Changes in assets and liabilities, net of
       business acquisitions:
           Sales of trading securities                                         1,026,588                 2,316
           Purchases of trading securities                                      (183,887)
           Accounts receivable                                                   (18,543)                  621
           Inventories                                                           (59,345)                4,815
           Other assets                                                              796                 2,000
           Accounts payable and accrued expenses                                 281,694                49,724
                                                                       -----------------     -----------------

Net cash provided by operating activities                                        (19,399)             (310,672)
                                                                       -----------------     -----------------

Cash flows from investing activities:
     Increase in investment in equity investee                                                         (75,000)
     Repayment of note receivable from equity investee                            75,000
     Purchases of furniture, fixtures and equipment                              (25,020)              (19,469)
     Cash used in business acquisition                                                                (100,000)
     Other                                                                                                (995)
                                                                       -----------------     -----------------

Net cash used in investing activities                                             49,980              (195,464)
                                                                       -----------------     -----------------

Cash flows from financing activities:
     Proceeds from notes payable, related parties                                116,000                63,500
     Payments on notes payable, related parties                                  (60,000)
     Purchase and retirement of common stock                                    (116,120)
     Proceeds from issuance of common stock                                                            444,803
                                                                       -----------------     -----------------

Net cash provided by financing activities                                         60,120               508,303
                                                                       -----------------     -----------------

Net increase (decrease) in cash                                                  (29,539)                2,167
Cash and cash equivalents, beginning of year                                      32,423                30,256
                                                                       -----------------     -----------------

Cash and cash equivalents, end of year                                 $           2,884     $          32,423
                                                                       =================     =================
</TABLE>




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

                                       F-6
                                       25


<PAGE>


<TABLE>
<CAPTION>



                               BANYAN CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2000 AND 1999




Supplemental disclosures of cash flow information:
<S>                                                                    <C>                   <C>
   Cash paid for interest                                              $           2,627     $
                                                                       =================     =================

Supplemental disclosure of non-cash investing and financing activities:

   Liability incurred in exchange for trading securities               $         162,500
                                                                       =================


   Purchase of Showcase Technologies, LLC:
     Fair value of assets acquired                                                           $          32,700
     Intangible assets                                                                                 226,600
     Liabilities assumed                                                                                (8,500)
     Fair value of common stock issued                                                                 (70,800)
     Note payable incurred                                                                             (80,000)
                                                                                             -----------------

     Cash paid                                                                               $         100,000
                                                                                             =================

</TABLE>



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

                                       F-7
                                       26
<PAGE>


<PAGE>


                               BANYAN CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

1.   Organization,  principles  of  consolidation,  going  concern,  results  of
     operations and management's plans:


     Banyan Corporation (the "Company") an Oregon corporation,  was incorporated
     on June 13,  1978.  The  Company,  through its  wholly-owned  subsidiaries,
     manufactures  and  distributes  hard side and soft side carrying  cases for
     portable notebook computers and data storage devices,  and provides website
     services to internet retail  businesses.  The Company's  principal  markets
     consist of wholesale and retail  sellers of computers  and related  devices
     throughout the United States.

     Principles of consolidation:

     The  consolidated  financial  statements  include  the  accounts  of Banyan
     Corporation and its wholly-owned  subsidiaries,  DoubleCase  Corporation (a
     Kansas   Corporation)   and   TopListing.com    Corporation   (a   Colorado
     Corporation).  All significant  intercompany accounts and transactions have
     been eliminated in consolidation.

     Going concern, results of operations and management's plans:

     The Company has incurred  operating losses for several years.  These losses
     have caused the Company to operate with limited  liquidity and have created
     a  stockholders'  deficit and working  capital  deficiency  of $271,434 and
     $318,559,  respectively  as of December 31, 2000.  These  conditions  raise
     substantial  doubt  about the  Company's  ability  to  continue  as a going
     concern. Management's plans to address these concerns include:

     1.   Continued  periodic sales of the Company's trading  securities to fund
          its cash needs or to use the  securities as  collateral  for a working
          capital loan.

     2.   Raising working capital through additional borrowings.

     3.   Raising equity funding through sales of the Company's  common stock or
          preferred stock.

     4.   Development of new computer carrying case designs and the expansion of
          its internet services.

     The  accompanying  financial  statements  do not  include  any  adjustments
     relating to the  recoverability and classification of assets or the amounts
     of liabilities  that might be necessary  should the Company be unsuccessful
     in implementing  these plans, or otherwise be unable to continue as a going
     concern.

2.   Summary of significant accounting policies:

     Use of estimates:

     The  preparation  of financial  statements  in  conformity  with  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.
                                      F-8
                                       27
<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

2.   Summary of significant accounting policies (continued):
     Income taxes:

     The Company  provides for income taxes under the provisions of Statement of
     Financial  Accounting  Standards  ("SFAS") No. 109,  Accounting  for Income
     Taxes.  SFAS No. 109  requires  an asset and  liability  based  approach in
     accounting for income taxes.

     Deferred  income tax assets and liabilities are recorded to reflect the tax
     consequences  on future  years of  temporary  differences  of  revenue  and
     expense  items for financial  statement and income tax purposes.  Valuation
     allowances  are  established  against  assets,  which are not  likely to be
     realized.

     Cash and cash equivalents:

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

     Net income (loss) per share:

     Basic net income  (loss) per share is computed  by dividing  the net income
     (loss) applicable to common stockholders by the weighted-average  number of
     shares of common stock outstanding for the year.  Diluted net income (loss)
     per share  reflects  the  potential  dilution  that could occur if dilutive
     securities were exercised or converted into common stock or resulted in the
     issuance of common  stock that then shared in the  earnings of the Company,
     unless  the  effect  of such  inclusion  would  reduce  a loss or  increase
     earnings per share.

     Marketable securities:

     Marketable securities consist of equity securities and are stated at market
     value as determined  by the most recently  traded price of each security at
     the balance sheet date.  All  marketable  securities are defined as trading
     securities  under the  provisions  of SFAS  No.115  Accounting  for Certain
     Investments in Debt and Equity Securities.

     Inventories:

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

     Furniture, fixtures and equipment:

     Furniture,  fixtures  and  equipment  are stated at cost.  Depreciation  is
     provided by use of accelerated  methods over the estimated  useful lives of
     the assets, ranging from 5 to 7 years.

     Other assets:

     Other assets  include  product  licenses and  trademarks and are
     stated at cost. Amortization is provided by use of the straight-line method
     over 5 to 10 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, 2000  management  determined  no
     allowance for doubtful accounts was required.

     Revenue recognition:

     Revenue from product sales is recognized  when the related good are shipped
     and  all  significant  obligations  of the  Company  have  been  satisfied.
     Revenues for web page design,  promotional domain set up, and search engine
     web page  placement are  recognized  when  services have been  successfully
     completed  and  all  significant  obligations  of  the  Company  have  been
     satisfied.


     Stock-based compensation:

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


                                      F-9
                                       28
<PAGE>


                               BANYAN CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

2.   Summary of significant accounting policies (continued):

     Impairment of long-lived assets:

     The Company reviews long-lived assets,  including goodwill,  for impairment
     whenever  events or changes in  circumstances  indicate  that the  carrying
     amount of an asset may not be recoverable.  Recoverability  of assets to be
     held and used is  measured by a  comparison  of the  carrying  amount of an
     asset to future  undiscounted  cash flows  expected to be  generated by the
     asset.

     During the year ended  December 31, 2000, the Company  recorded  impairment
     losses of approximately  $173,700 related to goodwill on its  subsidiaries.
     Based on management's  review,  the Company does not believe that any other
     impairment has occurred as of December 31, 2000.

     Advertising:

     Advertising  costs are expensed as incurred.  For the years ended  December
     31,  2000 and  1999,  advertising  costs  were  approximately  $58,700  and
     $77,800, respectively.


     Business segments:

     In 1999, the Company adopted SFAS No. 131 Disclosures  About Segments of an
     Enterprise  and  Related  Information,   which  establishes  reporting  and
     disclosure  standards for an  enterprise's  operating  segments.  Operating
     segments are defined as  components  of an  enterprise  for which  separate
     financial  information is available and regularly reviewed by the Company's
     senior management.

     Reclassifications:

     Certain  amounts  previously  reported in the 1999  consolidated  financial
     statements have been reclassified to conform to the 2000 presentation.

     Recently issued accounting pronouncements:

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     Accounting  for  Derivative   Instruments  and  Hedging  Activities.   This
     statement,  as amended,  is effective for fiscal years beginning after June
     15, 2000.  Currently,  the Company does not have any  derivative  financial
     instruments  and does not  participate  in hedging  activities.  Therefore,
     management  believes  that  SFAS No.  133 will  not have an  impact  on its
     financial position or results of operations.

     In December  1999,  the staff of the  Securities  and  Exchange  Commission
     issued Staff Accounting  Bulletin  ("SAB") No. 101, Revenue  Recognition in
     Financial  Statements.  SAB No. 101, as amended by SAB No. 101A and SAB No.
     101B, is effective no later than the fourth fiscal  quarter of fiscal years
     beginning  after  December 15, 1999. SAB No. 101 provides the Staff's views
     in applying  generally accepted  accounting  principles to selected revenue
     recognition  issues.  The  Company  believes  that  it  complies  with  the
     accounting and disclosure  described in SAB No. 101; therefore,  management
     believes  that  SAB  No.  101  will  not  impact  the  Company's  financial
     statements.

     Business acquisitions:

     During  1998,  the Company  acquired a 35.7%  ownership  interest in Inform
     Worldwide  Holdings,  Inc.  ("IWWH") and accounted for its investment under
     the equity method.  In December 1999, the Company's  ownership in IWWH fell
     below 20%, and the Company ceased  accounting for its investment  under the
     equity method.  The Company recorded its remaining  investment as a trading
     investment  under the  provisions  of SFAS  No.115  Accounting  for Certain
     Investments in Debt and Equity Securities.


                                      F-10
                                       29
<PAGE>


2.   Summary of significant accounting policies (continued):

     Business acquisitions (continued):

     On November 1, 1999, the Company,  through its  wholly-owned  subsidiaries,
     acquired  certain  assets  and  assumed  certain  liabilities  of  Showcase
     Technologies,  LLC, a New York limited liability  company,  in exchange for
     $100,000 in cash,  566,667  shares of the Company's  common stock valued at
     $70,833, and a note payable of $80,000, in a transaction accounted for as a
     purchase.  The  total  purchase  price  was  allocated  to the  assets  and
     liabilities  acquired  based  on their  estimated  fair  values,  including
     goodwill of approximately $226,600. At December 31, 2000 remaining goodwill
     of $173,732 was written off based on management's impairment determination.


3.   Inventories:

     Inventories consisted of the following
     at December 31, 2000:

         Raw materials                                  $          62,646
         Finished goods                                            63,680
                                                        -----------------
                                                        $         126,326
                                                        =================

4.   Furniture, fixtures and equipment:

     Furniture,  fixtures and  equipment  consisted
     of the following at December 31, 2000:

         Furniture and fixtures                         $          37,537
         Equipment and tooling                                     17,214
                                                        -----------------
                                                                   54,741
         Less accumulated depreciation                             20,495
                                                        -----------------
                                                        $          32,246
                                                        =================

5.   Other assets:

     Other assets consisted of the following at December 31, 2000:

         Trademarks and licenses                 $         100,055
         Other                                               1,100
                                                 -----------------
                                                           101,155
         Less accumulated amortization                      88,276
                                                 -----------------
                                                 $          12,879
                                                 =================


6.   Lease commitments:

     The  Company  leases  office  and  warehouse  space  under   noncancellable
     operating leases expiring through October,  2002. Rent expense incurred for
     the years ended  December 31, 2000 and 1999 was  approximately  $35,000 and
     $33,000,  respectively.  The remaining  minimum future rental  payments are
     approximately $19,200 (2001) and $16,000 (2002).

                                      F-11
                                       30
<PAGE>


7.   Income taxes:

     The Company did not incur  income tax expense for the years ended  December
     31, 2000 and 1999. The difference between the expected tax benefit computed
     at the federal  statutory income tax rate of 34% and the effective tax rate
     for the years ended December 31, 2000 and 1999 was due primarily to the tax
     effect of the change in the valuation allowance.

     The Company recognizes deferred tax liabilities and assets for the expected
     future  tax  consequences  of  events  that  have  been  recognized  in the
     financial  statements  or tax  returns.  Under this  method,  deferred  tax
     liabilities and assets are determined  based on the difference  between the
     financial   statement   carrying  amounts  and  tax  bases  of  assets  and
     liabilities  using  enacted  tax  rates in effect in the years in which the
     differences are expected to reverse.

     At December  31, 2000 the Company has  approximately  $4,000,000  of unused
     federal net operating  loss  carryforwards,  which expire from 2005 through
     2020. At December 31, 2000 the  components  of the  Company's  deferred tax
     assets and liabilities are as follows:

         Deferred tax liabilities:
           Unrealized gain on trading securities       $        (227,000)
           Gain on investment borrowing                          (47,000)
                                                       -----------------
                  Total deferred tax liabilities                (274,000)
                                                       -----------------
         Deferred tax assets:
           Net operating loss carryforwards                    1,560,000
           Goodwill                                               82,500
                                                       -----------------
                  Total deferred tax assets                    1,642,500
                                                       -----------------
                                                               1,368,500
         Valuation allowance                                  (1,368,500)
                                                       -----------------
         Net deferred tax asset                        $               -
                                                       =================

     A valuation  allowance  has been provided to reduce the deferred tax assets
     as realization is not assured.

8.   Notes payable:

     At  December  31,  2000  notes  payable,  related  parties  consist  of the
     following:

     Related parties:

     Note  payable,  director;  unsecured;  interest
     at 10%;  due April 1, 2000; Company negotiating extension    $ 10,000

     Note  payable,   director;  secured  by  inventory,
     equipment,   accounts  receivable,  and  fixtures;
     interest  at 10%;  due April 1, 2001;  Company
     negotiating extension                                          56,587

     Note  payable,  stockholder;  unsecured;
     interest at 10%; due November 24,  2001                         3,500
     Note payable,  family member of a principal  stockholder;
     unsecured;  interest at 9%; due November 1, 2001               13,500

     Note payable,  family member of a principal stockholder;
     unsecured;  interest at 9%;   due November 1, 2001             10,000

     Notes  payable,  Company's  president;  unsecured;
     interest at 10%;  due November and  December 2001              66,000


<PAGE>

8.   Notes payable (continued):

     Note payable, family member of a principal stockholder; unsecured;
     interest  at 12%; due March 31, 2001; Company negotiating extension
                                                                    50,000

     Note payable, subsidiary's president;
     unsecured; interest at 6%; due November 1, 2001                80,000
                                                                    ------
                                                                   289,587
     Other:

     Note payable, unrelated entity; unsecured;
     interest at 12%; due April 1, 2000;
     Company negotiating extension                                  38,647
                                                                  ---------


                                                                 $ 328,234
                                                                 ==========

9.   Other liabilities:

     In September  2000, the Company entered into an agreement with an unrelated
     entity under which the Company  borrowed  50,000 shares of IWWH  registered
     common stock,  which the Company  valued at $162,500,  which was the quoted
     market price at the date of receipt.  In  exchange,  under the terms of the
     agreement the Company agreed to return 50,000 shares IWWH registered common
     stock,  plus  2,000  shares  representing  interest,  for  each  month  the
     borrowing is  outstanding  until January 31, 2001. At December 31, 2001 the
     Company  owed an  aggregate  of 58,000  shares.  The  Company is assessed a
     penalty of 1,500 shares per month  beginning  February 1, 2001 until all of
     the  registered  shares have been  returned.  The  Company  has  incurred a
     penalty of 3,000 shares from  February  through March 2001. At December 31,
     2000 the fair value of the 58,000  shares of IWWH  registered  common stock
     was $41,760.

10.  Stockholders' equity (deficit):

     Preferred stock:

     The Company has  authorized  10,000,000  shares of no par value,  preferred
     stock, and designated 500,000 shares of Class A convertible preferred stock
     and 500,000 shares of Class B preferred stock.

     At December 31, 2000 and 1999,  there were 187,190  shares of no par value,
     Class A convertible preferred stock issued and outstanding. The Company may
     call  shares  at  $2.75  per  share  at any  time.  Each  share  of Class A
     convertible  preferred  stock is  convertible at any time into one share of
     the Company's Class A common stock. No Class B preferred stock is issued or
     outstanding.


<PAGE>

10.  Stockholders' equity (continued):

     Common stock:

     The Company has authorized 60,000,000 shares of no par value, common stock;
     50,000,000  shares of no par  value,  Class A common  stock and  10,000,000
     shares of no par value,  Class B common  stock.  At December 31, 2000 there
     were 9,509,068 shares of Class A common stock issued and outstanding and no
     shares of Class B common stock were issued or outstanding. During 2000, the
     Company  repurchased  and  retired  1,088,700  shares of its Class A common
     stock at $.107 per share. In 1999, the Company  exchanged  1,000,000 shares
     of common stock of a privately held entity,  for 47,830 shares of its Class
     A common  stock as a  settlement  between the  Company and the entity.  The
     1,000,000  shares of common stock held by the Company had no recorded value
     at the time of the exchange and  accordingly,  the Company did not record a
     reduction to common stock upon cancellation of the 47,830 shares.

     Employee stock option plans:

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

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

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

     Other stock options:

     In connection with the 1999 acquisition of Showcase Technologies,  LLC, the
     Company  entered  into  an  employment  agreement  with  the  president  of
     TopListing.com that granted stock options to purchase 235,000 shares of the
     Company's Class A common stock at $0.12 per share as follows:

    Shares               Exercise Price              Expiration Date
 ---------------     ----------------------      ----------------------

         135,000     $         0.12                 November 1, 2003
         100,000               0.12                 November 1, 2004

     At December 31, 2000, the Company has outstanding options to consultants as
follows:

 Shares               Exercise Price              Expiration Date
-------------     ----------------------      ----------------------

       37,500     $         0.40                  August 1, 2001
      100,000               0.80                  August 1, 2001
      100,000               1.20                  August 1, 2001

                                      F-14
                                       33
<PAGE>


10.   Stockholders' equity (continued):

     During 2000, the Company  granted stock options to purchase  300,000 shares
     of its Class A common  stock to its  former  president,  stock  options  to
     purchase  400,000  shares  of its  Class  A  common  stock  to its  current
     president,  and stock  options to  purchase  200,000  shares of its Class A
     common  stock to an officer of  DoubleCase,  Inc.  The  exercise  price and
     expiration of these stock options are as follows:


     Shares               Exercise Price              Expiration Date
-----------------     ----------------------      ----------------------

          300,000     $         0.10                    May 1, 2003
          400,000               0.10                    May 1, 2003
          200,000               0.10                 February 28, 2004

     During  the year  ended  December  31,  2000,  options  granted  in 1998 to
     purchase 300,000 shares of the Company's common stock expired.

     A summary of option  activity for the periods  ended  December 31, 2000 and
     1999 are as follows:
<TABLE>
<CAPTION>

                                 2000 Plan             1996 Plan               Other                  Total
-----------------------------------------------  --------------------  -------------------     -----------------
                                      Weighted              Weighted              Weighted              Weighted
                                       average               average               average               average
                                      exercise              exercise              exercise              exercise
                            Shares      price       Shares    price     Shares      price       Shares    price
-----------------------------------------------  --------------------  -------------------     -----------------

<S>                        <C>        <C>          <C>     <C>          <C>      <C>            <C>      <C>
     January 1, 1999                                11,154  $    0.05    537,500  $   1.05       548,654  $ 1.03
     Granted                                                             235,000       .12       235,000     .12
     Exercised
     Canceled
                           ---------  ---------  ---------  ---------  ---------  --------     ---------  ------
     December 31, 1999                              11,154        .05    772,500       .77       783,654    1.08
     Granted                  69,000  $    0.08                          900,000       .10       969,000     .10
     Exercised
     Canceled                                                          (300,000)      1.17     (300,000)    1.17
                           ---------  ---------  ---------  ---------  --------   --------     --------   ------

     December 31, 2000        69,000  $    0.08     11,154  $     .05  1,372,500  $    .10     1,452,654  $  .23
                           =========  =========  =========  =========  =========  ========     =========  ======
</TABLE>



     The Company  applies APB No. 25 and related  interpretations  in accounting
     for employee  stock options.  Accordingly,  no  compensation  cost has been
     recognized for its employee stock options,  nor was any  compensation  cost
     charged  against  income under its employee  stock option plans in 2000 and
     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 SFAS No. 123, the Company's
     net income (loss) and income (loss) per share would have been the pro forma
     amounts indicated below: 2000 1999

    Net income (loss), as reported $    (2,239,666)           1,848,152
    Net income (loss), pro forma   $    (2,319,294)     $     1,841,328
    Basic and fully diluted
      earnings per share, as reported   $        (.22)    $           0.19
    Basic and fully diluted
      earnings per share, pro forma     $        (.22)    $           0.19

                                      F-15
                                       34
<PAGE>


Stockholders' equity (continued):

     The fair value of each  option  granted  during 2000 was  estimated  on the
     grant date using the  Black-Scholes  option  pricing  model.  The following
     assumptions were used:

                                            2000                 1999
                                     -----------------     -----------------

Expected dividend yield              $        0            $       0
Expected stock price volatility             227%                 265%
Average risk-free interest rate             4.9%                  5%
Expected life of options                   2 years             2.5 years

     The following table summarizes  information about stock options outstanding
at December 31, 2000.
<TABLE>
<CAPTION>


                                                             Weighted           Weighted                              Weighted
         Range of              Number                         average            average            Number             average
      exercise price         outstanding                  contractual life    exercise price       exercisable      exercise price
    -----------------       ------------------        --------------------  ----------------  -----------------   -----------------

<S>  <C>                      <C>                         <C>                     <C>           <C>                   <C>
     $   0.05 - 0.07          80,154                        4 years   $            0.07             8,923  $            0.05
     $   0.10 - 0.12       1,135,000                      2.5 years   $            0.10           435,000  $            0.11
     $   0.40 - 1.20         237,500                       8 months   $            0.90           237,500  $            0.90
</TABLE>

11.  Commitments and contingencies:

     The  former  president  and chief  executive  officer  of the  Company  was
     convicted in 1999 in U.S. District Court,  Southern District of New York of
     securities  violations  occurring in 1996.  No  allegations  have been made
     against the Company.  The eventual effect of these proceedings,  if any, on
     the  Company's  business  undertakings  is  unknown  at the  present  time.
     However,  the  Company has  indemnified  the former  president  against all
     expenses,  fees,  fines  and  judgements  as they  relate  to the  criminal
     charges,  conviction and appeal of his  conviction.  During the years ended
     December 31, 2000 and 1999 the Company has spent approximately $210,000 and
     $110,500 on behalf of the former president.

     In July 2000,  the  Company,  through  mediation,  settled  litigation  for
     $140,000 brought by a brokerage firm in October 1999, alleging  negligence.
     The Company  executed a settlement  agreement and deposited  with the court
     15,000 shares of Class A preferred stock of IWWH accompanied by an executed
     stock powers.  The brokerage firm may liquidate the shares in the event the
     Company were to default under the terms of the  agreement.  The Company has
     paid  approximately  $27,000 of the settlement  amount through December 31,
     2000.  Subsequent to year-end the Company  defaulted and a stipulated money
     judgement  was  filed  with  the  court.   The  remaining   amount  due  of
     approximately  $113,000 is included in other accrued expenses.  The Company
     is evaluating options to resolve the matter with the brokerage firm.

12.  Major customers and business segments:

     Major customers:

     The  Company's  long  term  assets  are all  held  domestically.  In  2000,
     approximately  2% of  revenues  were  generated  internationally,  and  98%
     domestically.  During 2000, the Company's  largest  customer  accounted for
     approximately  29% of sales, all from the carrying case business.  In 1999,
     approximately  10% of  revenues  were  generated  internationally,  and 90%
     domestically.  The Company's  largest customer  accounted for approximately
     46% of total sales, all from the carrying case business.

     Business segments:

     The Company operates in two business segments:  computer equipment carrying
     case manufacture and sales and web services. The accounting policies of the
     segments  are the same as those  described  in the  summary of  significant
     accounting policies.  The Company evaluates  performance based on operating
     earnings of the respective business units. As of and during the years ended
     December 31, 2000 and 1999, the segment results were as follows:
<TABLE>
<CAPTION>

                                                         2000
                        ------------------------------------------------------------------
                           Carrying            Web                           Consolidated
                             cases          services          Corporate          total
                        -------------     -------------    --------------    -------------

<S>                     <C>               <C>                                <C>
Revenues                $     332,110     $     179,798                      $     511,909
Segment operating loss       (372,315)         (375,203)        $(594,640)      (1,342,158)
Total assets                  224,115            14,549           584,814          823,478
Capital expenditures           14,730             8,540             1,750           25,020
Depreciation and
  amortization                 31,887            32,360               250           64,497


                                                         1999
                        ------------------------------------------------------------------
                           Carrying            Web                           Consolidated
                             cases          services          Corporate          total
                        -------------     -------------    --------------    -------------

Revenues                $     125,812     $      15,364                      $     141,176
Segment operating
  income (loss)              (187,086)          (38,096)        $(181,010)        (406,174)
Total assets                  577,339           158,690         2,063,781        2,799,810
Capital expenditures            9,883             9,586                             19,469
Depreciation and
  amortization                 18,514             4,227             3,827           26,568

</TABLE>

<PAGE>

13.  Fair value of financial instruments:

     The fair value of a financial  instrument is the current  amount that would
     be exchanged between willing parties,  other than in a forced  liquidation.
     Fair value is best determined based upon quoted market prices.  However, in
     many instances, there are no quoted market prices for the Company's various
     financial  instruments.  In  cases  where  quoted  market  prices  are  not
     available,  fair values are based on estimates using present value or other
     valuation  techniques.  Those techniques are significantly  affected by the
     assumptions used,  including the discount rate and estimates of future cash
     flows.  Accordingly,  the fair value  estimates  may not be  realized in an
     immediate  settlement  of the  instrument.  SFAS No. 107  excludes  certain
     financial instruments and all nonfinancial  instruments from its disclosure
     requirements.  Accordingly,  the aggregate fair value amounts presented may
     not necessarily represent the underlying fair value of the Company.

     The fair value of cash and cash equivalents,  accounts receivable, accounts
     payable and accrued expenses  approximate their carrying amounts because of
     the short maturities of these instruments.

     The fair value of notes payable to non-related  parties  approximates their
     carrying  values  because of the short  maturities  of the notes.  The fair
     values of notes payable to related parties are not practicable to estimate,
     based upon the related party nature of the underlying transactions.

     The fair value of other  liabilities  was estimated  based on quoted market
     price of the securities to be returned at the balance sheet date.


                                      F-17
                                       36
<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:  April 18, 2001                  By:  /s/ Lawrence A. Stanley
                                       --------------------------
                                           Lawrence A. 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:  April 25, 2001                  By: /s/ Lawrence A. Stanley
                                       --------------------------
                                           Lawrence A. Stanley
                                           President
                                           Director


DATE:  April 25, 2001                  By:  /s/ Lloyd K. Parrish Jr.
                                       --------------------------
                                          Lloyd K. Parrish Jr.
                                          Director


DATE:  April 25, 2001                  By:  /s/Jeffrey M. Rhodes
                                       --------------------------
                                          Jeffrey M. Rhodes
                                          Director