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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

[X]  Annual Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

For the fiscal year ended December 31, 2006

Commission File Number0-26065

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

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

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

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value

Check whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 12 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.

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Issuers revenues for its most recent fiscal year: $5,450,997

Aggregate market value of the voting and non-voting common equity
  held by non-affiliates: $2,385,736
  as of March 31, 2007.

Number of shares outstanding of issuers Common Stock, no par
value outstanding as of March 31, 2007: 2,168,851,606

Transitional Small Business Disclosure Format (Check one): Yes
[   ] No [X]

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We
want to provide you with more meaningful and useful information. This Annual
Report on Form 10-KSB contains certain "forward-looking statements" (as such
term is defined in Section 21E of the Securities Exchange Act of 1934, as
amended). These statements reflect our current expectations regarding our
possible future results of operations, performance and achievements. These
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995.

Wherever
  possible, we have tried to identify these forward-looking statements by words
  such as anticipate, believe, estimate, expect,
  plan, intend and similar expressions. These statements
  reflect our current beliefs and are based on information currently available
  to us. Accordingly, these statements are subject to certain risks, uncertainties,
  and contingencies, which could cause our actual results, performance, or achievements
  to differ materially from those expressed in, or implied by, such statements.
  These risks, uncertainties and contingencies include, without limitation, the
  factors set forth under Item 6.*Managements Discussion and
  Analysis or Plan of Operation*. We disclaim any obligation to update or
  revise any such forward-looking statements that may be made to reflect events
  or circumstances after the date of this Form 10-KSB.

PART I

Item 1. Description of Business.

We
are a holding company focused on investing in and building a network of
subsidiaries engaged in diagnostic testing, the franchising of Chiropractic USA
branded chiropractic clinics, providing practice development training and
assistance to chiropractors, and offering franchise support and related services
to franchisees. We were incorporated in Oregon in 1978.We currently have
forty-eightfull time employees, including two in management,
forty-three in diagnostic testing, two in franchise sales and support
operations, and one in administration.

Premier
Medical Group. Premier Medical Group is our diagnostic testing business,
offering Nerve Conduction Velocity (NCV) testing to patients through health
care professionals such as doctors and chiropractors, including our chiropractic
franchisees. NCV testing measures the transmission of nerve impulses through the
body, identifies problems in the nervous system, and helps to substantiate the
benefit and cost of treatment to patients and their insurers.

Premier
  Medical Group sets up blocks of patient testing appointments and then arranges
  for one of its certified neurological technician to bring test equipment to
  the doctors offices and perform the scheduled tests. The business, which
  is based in Boca Raton, Florida, has forty-three employees servicing an estimated
  500 active customers. Premier Medical Group performed approximately 7,500 tests
  in 2006.

A
significant advance in our NCV testing business occurred in February 2006, when
we purchased substantially all of the outstanding equity securities of the
constituent entities of Premier Medical Groups testing business, Premier
Medical Group, Inc., Premier Imaging, LLC and Premier Health Services, LLC from
Dr. Brad Goldstein (Dr. Goldstein) their founder, owner and operator. As a
result of the acquisition, all of the assets and liabilities of the business
have been transferred to us. SeeCertain Relationships and Related
Transactions  Premier Acquisition. The source of funds for the acquisition
was the securities purchase agreement described herein in Certain
Relationships and Related Transactions  Securities Purchase Agreements  2006
Securities Purchase Agreement.

Another
  significant advance occurred in March 2007, when we purchased the customer base
  of Medical Resources, Inc. of Virginia. We agreed to pay Medical Resources 30%
  of the gross collections from its former accounts until the purchase price of
  $440,000 has been paid in full.

To
enter the diagnostic testing business, on May 25, 2005 we purchased all of the
stock of Nationwide Diagnostic Solutions, Inc., an Arizona corporation based in
Tempe, Arizona (Nationwide), from Dr. Jeff and Constance Rebarcak (the
Rebarcaks), the founders, sole shareholders and operators of Nationwide, for
$700,000.

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Prior to the closing, the accounts receivable of Nationwide
were assigned to the Rebarcaks. We transferred the remaining asset of
Nationwide, the patronage of its customer base, to our subsidiary Southern
Diagnostics, Inc., a Colorado corporation (Southern). Southern contributed the
customer accounts to our subsidiary, Premier SD, LLC, an Alaska limited
liability company based in Boca Raton, Florida for 30% of all fees collected by
Premier SD, LLC subject to certain adjustments under an operating agreement
between Southern and our subsidiary Premier Health Services, LLC, that manages
Premiers diagnostic testing business.

Virtual
  Medical Systems.Virtual Medical Systems is our subsidiary that manufactures
  and markets the VT3000, a nerve testing system originally developed by Premier
  Health Services. The Food and Drug Administration granted marketing approval
  for the VT3000 on October 27, 2005. We manufacture the system through a third
  party, Scientific Imaging Inc., located in Atlanta, Georgia, under a supply
  contract, and market it to physicians and chiropractors through a six-man sales
  force that is part of Premier Medical Group. We are developing an outside sales
  force of medical equipment distributors. In the latter half of fiscal 2006 we
  sold sixty systems for revenue of $353,827. We do not maintain an inventory
  of systems.

The
  VT 3000 is a point-of-service solution for the diagnosis of neuropathies, which
  are diseases of the peripheral nerves and parts of the spine, as well as nerve
  irritation and other damage to the nervous system of a patient. With the VT3000
  doctors and chiropractors can conveniently perform a comprehensive series of
  nerve tests, including NCV tests and F-wave/H-reflex tests, while the patient
  is in the office, and have results from the tests within twenty-four hours.
  The VT3000 allows optional live viewing and physician interaction at a remote
  location by video feed through its digital camera, internet connectivity and
  on-line chat features. This permits real time, on demand supervision and analysis
  of the tests by a board certified neurologist, physiatrist or other qualified
  physician and nationally registered technicians as needed. We believe that the
  VT3000 and adoption of our new protocol should result in accurate diagnoses,
  improved testing efficiency, increased testing, and greater revenue and profitability
  for our customers.

Competition
and Regulation in Nerve Testing. It is estimated that approximately two
million nerve conduction studies are performed on patients annually in the
United States. This includes traditional nerve conduction studies such as
electromyography (EMG) performed by neurologists and a relatively small number
of point-of-service tests performed by primary care physicians, such as those we
offer. The number of nerve conduction studies could increase with the
development of more economical and convenient point-of-service test protocols
such as ours.

We
expect to encounter substantial competition from an automated testing system
developed by Neurometrix, Inc. that has reportedly been used on more than
750,000 patients during the past few years and is currently used by more than
4,900 active customers. Neurometrix reported $55 million in revenue for fiscal
2006. We also expect to encounter indirect competition with manufacturers of
traditional testing systems who typically market their equipment to
neurologists, including Viasys Healthcare Inc., Cadwell Laboratories, Inc., and
Xltec, Inc. Other companies not presently in the market may decide to enter our
market.

All
of the companies mentioned have extensive experience in the design, development,
manufacture and marketing of nerve conduction study systems and possess far
greater financial, technological and human resources greater than ours. In
consideration of this and of barriers to entry into the market created by
government regulation and the medical communitys preference for established
systems, these companies have a competitive advantage over us.

In
addition, there are a large number of mobile diagnostic testing companies that
are in direct competition with Premier Medical Group.

The
FDA regulates the development, testing, manufacture and marketing of medical
devices, including nerve-testing equipment. Under FDA regulations, medical
device manufacturers are required to register with the FDA and to adhere to
certain good manufacturing practices and good laboratory practices, which
prescribe recordkeeping procedures and provide for the unscheduled inspection of
facilities. Manufacturers of new medical devices must comply with FDA
pre-marketing testing, analysis and approval requirements. Proof of safety and

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effectiveness in the form of extensive clinical data must be
submitted to and pre-market approval granted by the FDA prior to general
marketing. A new pre-market approval application or supplement may be required
if the device is modified or for changes to its labeling, intended use or
manufacturing process.

We
anticipate that revenue in the nerve-testing segment will depend on
reimbursement of the cost incurred by patients by third party payers to the
doctors. Third party payers include private insurance companies, managed care
organizations, and government programs such as Medicare and Medicaid. Their
coverage and reimbursement policies will affect our ability to sell our products
and services. From time to time third party payers limit and restrict NCV
testing. Third party payers may deny reimbursement should they determine that
NCV testing is not medically necessary or appropriate, or that our system is
unacceptable. Managed care organizations often require pre-approval of patient
testing. Reimbursement is based on an authorization code that is submitted to
insurers; these codes may be changed to adversely affect us. There can be no
assurance that our NCV testing will continue to be reimbursed by third party
payers.

Chiropractic
USA. There are approximately 80,000 chiropractors in the United States and
Canada. Approximately 2,000 new graduates enter the field each year. An
estimated 20,000,000 Americans are expected to visit a chiropractor each year,
and expenses for the treatment of lower back pain are expected to exceed
approximately $50 billion. The aging of the population, continued population
growth, advanced chiropractic treatments, increased health care, and greater
health consciousness are trends that assure the chiropractic industry a future
of expanding services. Despite the size and potential of the chiropractic
market, there had been no national brand.

Management
believes these factors have created a unique and significant business
opportunity: to establish the first nationally franchised brand in the
burgeoning chiropractic market and to provide ancillary services to
chiropractors. Chiropractic USA was formed to develop and franchise Chiropractic
USA brand chiropractic clinics throughout North America under the Chiropractic
USA trademark and uniform operating systems and practices.

We
have embarked on two main development strategies: direct marketing of franchises
and recruiting area developers to increase the number of franchises in exclusive
territories. In the middle of 2003, we completed development of our uniform
franchise offering materials and began the rollout of our franchising program
through direct marketing to existing practitioners and chiropractic
students.

We
are developing our network of franchised clinics through conversion of
established practices to franchised Chiropractic USA brand clinic locations and
franchising new practitioners. Established practices that convert receive a
corporate identity  logos, banners, name recognition, marketing capability, a
uniform operating and business format, practice development services, and other
services available through us. These conversions will establish a strong basis
for our operations and enable us to build up our brand rapidly. We have also
been marketing to new practitioners and recently graduated chiropractic
students. As additional services to new practitioners, we offer site selection
consultation, lease negotiation, practice design and other services.

We
have franchise agreements covering fifty-five locations. Our franchise
agreements provide for payment of percentage royalties, contribution to an
advertising fund, and charges for additional services selected by the
franchisee. Some franchise agreements cover more than one location.

The
  present number of locations reflects a decrease of forty percent. This was the
  result of the conclusion of our contract under which Team WLP and C.J. Mertz
  endorsed our franchise and had franchise support and training responsibilities
  to our franchisees. We depended on the endorsement of Team WLP for overall franchise
  expansion. At the conclusion of our business relationship, we lost the endorsement.
  We also had to fill the position in franchise support. On October 2, 2006, we
  entered into a new three-year contract to employ a new company owned by Dr.
  Marvin Arnsdorff, one of our area developers, to oversee CUSA’s marketing
  and operations, and to develop, implement and conduct CUSA’s training.
  We believe we have effectively reconstituted our franchise support. In addition,
  we had to develop new operations and training manuals. We have successfully
  published our new manuals. Since March 31, 2006 we have signed four new franchise
  agreements.

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We
recruit area developers from all regions of the country. An area developer is
responsible for increasing the number of Chiropractic USA locations within an
exclusive territory. An area developer receives a portion of the percentage
royalty we collect from the territory. We have entered into fourteenarea
representative agreements covering twenty-four states. We added one new area
developer and terminated two area developers in the past year. Typically, an
area developer enters into one or more franchise agreements.

During
the latter half of 2002, we acquired a chain of three clinics in Louisiana,
which were re-branded under Chiropractic USA. This allowed us to implement our
practice methods in our own clinics and commence the chain/brand building
segment of our business plan. These clinics served as a flagship or role model
for the Chiropractic USA chain. SeeCertain Relationships and Related
Transactions  Acquisition of Corporate Clinics.

On
April 8, 2005, we signed an agreement effective December 31, 2004 to sell the
three clinics for $1,000,000 to LSI Group, LLC, a Louisiana limited liability
company. As payment, LSI assumed $175,493 of the liabilities associated with the
business and issued us a promissory note for $824,507 payable in equal monthly
installments of principal and interest at 5% for ten years beginning September
1, 2005. The note is secured by substantially all of the assets of the business.
LSI is current in paying its obligations under this note.

On
  May 7, 2001, Banyan Corporation entered into three contracts with our Chief
  Executive Officer and our Chief Financial Officer in connection with the repositioning
  of our business into the chiropractic market: an Offer to Purchase (Intellectual
  Property), an Offer to Purchase Franchise Support Network, Inc. and, Management
  Agreements with each of these officers (the Management Agreements).
  SeeManagement  Directors and Executive Officers; Executive Compensation;
  and, Certain Relationships and Related Transactions  Chiropractic USA
  and Franchise Support Network Acquisitions.

Franchise
Support Network. Franchise Support Network (FSN) is intended to be a
dedicated support unit to assist the needs of practitioners who would like to be
Chiropractic USA franchisees. It will offer such support services as business
plan formulation, franchise agreement review and negotiation, assistance in site
selection, lease review and negotiation, local marketing assistance, accounting
services, and other ongoing services. We intend that Franchise Support Network
will establish relationships with business consultants and accountants across
North America in order to establish itself as a network of one-stop franchise
consultants. Franchise Support Network has its principal place of business in
Calgary, Alberta. As of the date hereof, significant operations have not
commenced.

Item 2. Description of Property.

We
have a trademark registered with the United States Patent and Trademark Office
for the Chiropractic USA logo.

We
sublease our executive offices in Los Angeles for a monthly rental of $100 plus
expenses.

We
sublease additional executive offices in Calgary, Alberta for a monthly rental
of $3,500 under a lease expiring April 30, 2011.

For
Premier Medical Group and Virtual Medical Systems, we lease 3,800 square feet in
Boca Raton, Florida at a monthly cost of $11,500 under a lease expiring December
31, 2008.

We
  also lease a condominium in Boca Raton, Florida for $3,450 per month under a
  lease expiring March 27, 2008.

Item 3. Legal Proceedings.

On
September 23, 2005, the Supreme Court of Alabama reversed dismissal of a case
originally filed against us on January 8, 2004, in Mobile County, Alabama, by a
former employee of a former subsidiary, Bruce Leithead. The complaint seeks
money damages for breach of an alleged employment contract to issue 400,000
shares of

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common stock to the employee on termination and for his
inability to exercise 400,000 options. We deny any liability and continue to
vigorously defend this suit.

On
  August 4, 2006, the District Court for the City and County of Denver, Colorado
  re-entered judgment in favor of four note holders and against us for $275,000
  plus interest at 22% accruing from and after October 15, 2005. The judgment
  had previously been vacated. In addition, on December 9, 2006, the Court awarded
  attorney’s fees and costs in the aggregate amount of $89,127. On January
  26, 2007, this case was dismissed pursuant to that certain settlement agreement
  dated January 10, 2007 described herein (the “Settlement Agreement”).

On
December 5, 2005, Lloyd Parrish, a former director, and his wife, Carol Parrish,
filed suit in the District Court for El Paso County, Colorado. The complaint
sought money damages for failure to pay in full certain promissory notes in the
aggregate principal amount $86,588, plus accrued interest and costs, including
attorney fees. On January 22, 2007, this case was also dismissed pursuant to the
Settlement Agreement.

Pursuant
  to the Settlement Agreement, we paid $250,000 to the four note holders, the
  Parrishes and their counsel collectively, and agreed to pay $160,000 to them
  in equal monthly installments of $10,000 beginning on the first business day
  of July 2007 and the first business day of each subsequent month until paid
  in full. In the event we default on payment of these installments, we signed
  a confession of judgment in favor of said counsel for $350,000 less the installments
  we pay.

On
  April 27, 2006, we were served with a complaint in an action in the Superior
  Court of Pima County, Arizona by State Farm Mutual Automobile Insurance Company
  against us and other businesses and individuals. The complaint seeks to recover
  the plaintiff’s alleged over-reimbursement for allegedly false, excessive
  and medically inappropriate diagnostic tests, treble damages and other damages.
  We do not know of any tests that were reimbursed by State Farm to us and are
  vigorously defending this suit.

We
  are a defendant in a civil action captioned *Hand v. Chiropractic USA*
  pending in the United States District Court for the Northern District of Texas,
  filed on or about December 14, 2006. The plaintiff, a franchisee, seeks a declaratory
  judgment to terminate his franchise agreement and damages for fraud, breach
  of contract, failure to disclose franchise requirements, deceptive trade practices,
  exemplary damages and attorney’s fees. We do not know of any false or
  misleading statement to the franchisee or breach of contract. We are vigorously
  defending this suit and pursuing our claims against the plaintiff for breach
  of contract and any unpaid franchise fees. We are are seeking to compel arbitration
  pursuant to the terms of a franchise agreement with the plaintiff.

Item 4. Submission of Matters to a Vote of Security Holders.

Not
applicable

PART II

Item 5. Market for Common Equity and Related Stockholder
Matters.

Our
Common Stock is traded on the National Association of Securities Dealers, Inc.
(the NASD) OTC Bulletin Board under the symbol "BANY. The following are the
high and low bid prices for each quarter within the last two fiscal years and
the current fiscal year to date:

Year
      Quarter
      Bid PriceHigh
      Low2007
      First
      $.0047
      $.0007


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2006
      First 
        Second 
        Third 
        Fourth
      $.045 
        $.031 
        $.012 
        $.0088
      $.0035 
        $.016 
        $.002 
        $.00082005
      First 
        Second 
        Third 
        Fourth
      $.24 
        $.28 
        $.12 
        $.045
      $.10 
        $.04 
        $.02 
        $.005


As
of the date hereof, there were approximately 550 record holders of our Common
Stock. This does not reflect an estimated 1,800 shareholders that hold their
shares in street name.

No
dividends were declared since December 31, 2004. We presently intend to retain
our earnings to fund development of our business. Decisions concerning dividend
payments in the future will depend on income and cash requirements. Holders of
common stock are entitled to receive such dividends as may be declared by our
board of directors. There are no contractual restrictions on our ability to pay
dividends to our shareholders.

Securities authorized for issuance under equity compensation
plans.

The
  following is provided with respect to compensation plans (including individual
  compensation arrangements) under which equity securities are authorized for
  issuance as of the fiscal year ending December 31, 2006. The disclosure refers
  to options or warrants under our 2004 Human Resources Incentive Plan unless
  otherwise specifically stated.

Equity Compensation Plan Information

Plan category
    Number of securities to be
      issued upon exercise of outstanding
      options, warrants and rights (a)
    Weighted-average exercise price
      of outstanding options, warrants and rights
      (b)
    Number of securities remaining
      available for future issuance under equity
      compensation plans (excluding securities reflected
      in column (a) (c)Equity compensation plans approved by security
      holders
    52,985,000
    $0.020
    947,015,000Equity compensation plans not approved by security
      holders
    -0-
    N/A
    N/ATotal
    52,985,000
    $0.020
    947,015,000


Please
  refer to Item 10. Executive Compensation, for additional information regarding
  securities authorized for issuance under our 2004 Human Resources Incentive
  Plan.

Recent Sales of Unregistered Securities

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The sales of securities discussed below do not include shares
issued to the Chief Executive Officer and the President and Chief Financial
Officer in connection with certain acquisitions. Please refer toCertain
Relationships and Related Transactions  Chiropractic USA and Franchise Support
Network Acquisition.

***2004.***We sold 12,520,827 shares of common stock that were not registered
under the Securities Act of 1933 to 47 investors. Of these shares, we sold
9,116,827 shares for $877,470 in cash, an average of $.10 per share. The sales
to two of these investors involved units consisting of one share plus one option
to purchase one share of common stock. One of our investors purchased 3,125,000
shares and an option to purchase 3,125,000 shares exercisable at $.08 per share
until September 15, 2007 for $250,000. Another investor purchased 1,000,000
shares and an option to purchase 1,000,000 shares exercisable at $.10 per share
until May 31, 2005 for $100,000. The sales `to three investors were the result
of the investors exercising options they held granted prior to 2004 to purchase
an aggregate of 300,000 shares for $30,000, or $.10 per share. Shares sold for
consideration other than cash totaled 3,404,000. We sold 2,680,428 shares to
fifteen consultants and employees in consideration for services rendered to us
valued at $.12 to $.25 per share. We issued an aggregate of 720,000 shares to
pay outstanding indebtedness to two creditors, including 650,000 shares to pay
in full the balance due on a promissory note, and 70,000 shares to pay an
account payable. We issued 3,572 shares to correct a pricing error in connection
with a prior sale to an investor. Finally, we sold the convertible notes and
warrants to certain purchasers in the transactions described in Certain
Relationships and Related Transactions  Securities Purchase Agreements  2004
Securities Purchase Agreement.

***2005.***We issued an aggregate of 2,300,000 shares to three management and
marketing consultants for services rendered and to be rendered in 2005, valued
at $.22 per share. We sold 600,000 shares for $60,000 to area developers and
franchisees, and we sold 50,000 shares for $5,000 to an investor. We issued an
aggregate of 1,277,721 shares to seven consultants for services rendered valued
at $139,717, an average of $.11 per share. We sold 340,000 shares for $34,000,
an average of $0.10 per share to three franchisees and area developers. We sold
to one investor 100,000 shares at $.10 per share. In addition, we issued 300,000
shares upon the exercise of options under our 2004 Human Resources Incentive
Plan for services rendered valued at the $.14 per share exercise price. We
issued 2,454,767 shares to partially settle threatened legal proceedings. On
July 13, 2005, the Company issued 1,000,000 shares for software development
services under a software consulting agreement for which an $85,000 account
payable was recorded at June 30, 2005 and 350,000 shares for legal consulting
services. On August 12, 2005, an additional 250,000 shares were given under the
software consulting agreement and an additional 500,000 shares were given for
legal consulting services to adjust for a decline in the market price of the
shares. These shares were registered under the Securities Act of 1933 on August
25, 2005. On September 13, 2005, we issued 2,000,000 shares for services valued
at $80,000 under the consulting agreement described in Certain Relationships
and Related Transactions  Consulting Agreement. We sold an aggregate of
3,183,332 shares: 750,000 shares to four consultants for services rendered
valued at $23,250, an average of $0.031 per share; and 2,433,332 shares for
$49,000, an average of $0.02 per share to three franchisees and an area
developer. We issued 3,000,000 shares for legal consulting services. The shares
were registered under the Securities Act of 1933 on December 16, 2005. We sold
additional convertible notes and warrants to certain purchasers. See Certain
Relationships and Related Transactions  Securities Purchase Agreements  2004
Securities Purchase Agreement.

***2006**.*We issued 2,200,000 shares to two investors upon conversion of $110,000 in
outstanding convertible notes. We issued 14,285,714 shares in connection with
the business acquisition described in Certain Relationships and Related
Transactions  Premier Acquisition and 1,000,000 shares as compensation to
our former Chief Operating Officer. See Management  Executive
Compensation  Employment and Other Compensation-Related Agreements with
Management. We issued 1,233,333 shares to two investors to adjust the
subscription price to reflect a decline in market price of the shares. We issued
2,654,294 shares to four individuals for services rendered valued at an
aggregate of $26,543 or $0.01 per share. We issued 250,000 shares to an investor
for $10,000 that we received in December 2003. In addition, we granted 100,000
options exercisable at $.01 per share to an individual pursuant to a consulting
agreement for services to be rendered. We sold additional convertible notes and
warrants to certain purchasers in the transactions described in Certain
Relationships and Related Transactions  Securities Purchase Agreements 
2006-2007 Securities Purchase Agreement and 2006 Securities Purchase
Agreement.

***Basis
of exemption from registration.***We relied on the exemptions from
registration afforded by Section 4(2) of the Securities Act of 1933 and Rule 506
of Regulation D of the General Rules and Regulations thereunder for the sales of
shares to investors, the sale of the convertible notes and warrants and the
issues to pay debt and for

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services. We complied with the manner of sale, access to
information and investor accreditation requirements of such exemptions, except
that in connection with certain sales totaling 1,834,047 shares to sixteen
investors for $184,805 in cash, we do not have reasonable grounds to believe
that the investors were actually accredited. No claims are pending or have been
asserted with respect to any of these sales.

Item 6. Managements Discussion and Analysis or Plan of
Operation.

Plan of Operation for 2007

Our
operating activities have not yet generated a positive cash flow. We expect that
they will generate a positive cash flow by the end of 2007 since our recently
acquired diagnostic testing business has generated a positive cash flow.

In
  the fourth quarter of 2006, we entered into an agreement that has to date provided
  $1,710,000 from the sale of convertible notes to an investment group. Early
  in 2006, we entered into an agreement that provided $3,000,000 from the sale
  of convertible notes to an investment group. The proceeds were used to acquire
  our diagnostic testing business and as working capital for operating expenses
  and accounts payable. In 2004 and 2005, we were provided $3,000,000 from the
  sale of convertible notes to this investment group, $1,200,000 in 2004 and $1,800,000
  in 2005.

As of
  March 31, 2007, the investment group has converted all $1,200,000 of the notes
  issued in 2004 and $617,619 of the notes issued in 2005 to stock, and $820,215
  of the notes issued in 2006 to stock. The aggregate outstanding principal amount
  of the remaining convertible notes is $5,062,166 as of March 31, 2007, including
  the outstanding notes issued in 2005 and thereafter. We believe without assurance
  that the investment group will continue to convert the rest of the notes to
  stock. However, the rate of conversion has slowed as a result of the decrease
  in our stock price, to which the rate of conversion is tied. All of the remaining
  debt may not be converted when the remaining convertible notes begin to come
  due December 31, 2008. We intend to refinance, extend or otherwise restructure
  this debt before it becomes due. In the event we are unable to do so, we may
  have to file for protection under the federal bankruptcy laws and we may be
  unable to continue in operation as a going concern. We were recently able to
  extend the due date for all of the convertible notes that would have become
  due in February and May 2007 to December 31, 2008.

Revenue
has risen with the advent of our diagnostic testing business to supplement our
franchise business. However, it is likely that additional liquidity and capital
resources will be necessary to defray our ongoing expenses.

In
2005 we formed a joint venture with a diagnostic testing business and acquired
the stock and customer base of another diagnostic testing business from the
owners for $700,000 that we transferred to our joint venture. During the first
quarter of 2006, we acquired all of the diagnostic testing business that is now
operated as a wholly owned subsidiary. The acquisition has increased the number
of employees by forty-three. Since then our diagnostic testing business expanded
again through acquisition of the customer base of a two additional diagnostic
testing businesses.

In
  conjunction with the acquisition of the diagnostic testing business in the first
  quarter of 2006, we acquired manufacturing and marketing rights to a new diagnostic
  testing device that has FDA pre-marketing approval. During the latter half of
  2006, the first period in which we had revenue from sales of our new device,
  there were more than sixty sales for revenue of $353,827. We are developing
  an outside sales force of medical equipment distributors.

We
  have fifty-five franchised locations, a decrease of forty percent from last
  year as a result of the conclusion or our arrangement with Team WLP. See Description
  of Business  Chiropractic USA.

Effective
  December 31, 2004 we disposed of the former Company-owned chiropractic clinics
  in Louisiana. Under deferred payment terms of a note due in 2014 issued by the
  purchaser, we expect to receive more than $100,000 in principal and interest
  for 2007 and each year during the remaining term of the note. These clinics
  also signed franchise agreements that generate significant royalties.

Our
plan of operation for fiscal 2007 is as follows:

-9-

---

To
develop the diagnostic testing business that has generated a positive cash flow;

To
increase sales of our diagnostic testing machine;

To
  increase the number of franchises by direct marketing of franchises and recruiting
  area developers;

To
  increase fees and royalty income from existing and new franchises; and,

To
  obtain additional debt and equity financing.

To
date our operations have not been self-sustaining. Our independent registered
public accounting firm issued a report to the effect that certain conditions
raise substantial doubt about our ability to continue as a going concern because
we incurred net losses during 2006 and had a working capital deficiency at year
end. We continue to have net losses and a working capital deficiency. Should we
be unable to implement our plan of operation, our expansion plans may be
curtailed, and we may not be able to continue in operations.

Financial condition

*December
  31, 2006*. Stockholders’ equity was $793,498 and we had a working
  capital deficiency of $162,759. Principal sources of liquidity in 2006 included
  net proceeds of $3,845,000 from the sale of convertible notes and $5,801,419
  in revenue from operations.

December
31, 2005. Stockholders deficit was $701,513 and working capital deficiency
was $1,548,818. Principal sources of liquidity in 2005 included the sale of
$1,800,000 in convertible notes, $1,090,790 in revenue from operations, and
$137,912 from selling shares to investors.

Results of operation

*2006
  and 2005*.****Loss from operations decreased from $1,021,631
  in 2005 to $351,331 in 2006. Revenue increased to $5,450,997 in 2006 from $1,090,790
  in 2005. The diagnostic testing business produced $4,453,181 of the increase.
  Revenue from franchised operations decreased to $779,288 in 2006 from $872,262
  in 2005 as a result of franchise terminations. Selling, general and administrative
  expenses increased to $5,748,399 in 2006 from $2,008,466 in 2005 as a result
  of an increase in the number of employees due to the acquisition of the diagnostic
  testing business and increased legal and accounting fees resulting from the
  acquisition. Management compensation increased from $462,000 in 2005 to $669,304
  in 2006 as a result of an increase in management fees and the addition of one
  new executive officer. Stock compensation decreased from $997,211 in 2005 to
  $553,041in 2006. We also incurred interest expense of $2,199,078 mainly from
  the conversion of convertible notes. Giving effect to interest expense, overall
  net loss decreased from $4,645,817 in 2005 to $4,083,102 in 2006.

*2005
  and 2004*. Loss from operations increased to $1,021,631 in 2005 from $1,165,581
  in 2004. Revenue increased to $1,090,790 in 2005 from $465,729 in 2004. The
  diagnostic testing business produced $218,528 in revenue. Revenue from franchised
  operations increased to $872,262 in 2005 from $465,729 in 2004. This was caused
  by the large increase in the number of Chiropractic USA franchises as we rolled
  out our franchise program and rapidly built up our brand. Selling, general and
  administrative expenses increased to $2,008,466 in 2005 from $1,524,758 in 2004
  as a result of increases in investor relations fees and management compensation.
  We also incurred interest expense of $1,884,140 from the conversion of convertible
  notes. As a result, net loss from continuing operations increased from $2,644,513
  in 2004 to $4,645,817 in 2005. We had losses from the discontinued operations
  of the Company-owned clinics in the amount of $172,646 in 2004. Giving effect
  to the discontinued operations, overall net loss increased from $2,817,159 in
  2004 to $4,645,817 in 2005.

Item 7. Financial Statements.

-10-

---

BANYAN CORPORATIONCONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005TOGETHER WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM(Amounts expressed in US Dollars)

TABLE OF CONTENTS

|Report of Independent Registered
      Public Accounting Firm                                               | 1     
|----------------------------------------------------------------------------------------------------------- | ------
|                                                                                                            |       
|Consolidated financial statements:                                                                          |       
|                                                                                                            |       
|Consolidated
      balance sheet as of December 31, 2006                                                    | 2     
|                                                                                                            |       
|Consolidated
      statements of operations for the years ended December 31, 2006 and 2005                  | 3     
|                                                                                                            |       
|Consolidated
      statements of stockholders deficit for the years ended December 31,
      2006 and 2005 | 4     
|                                                                                                            |       
|Consolidated
      statements of cash flows for the years ended December 31, 2006 and 2005                  | 5 - 6 
|                                                                                                            |       
|Notes
      to consolidated financial statements                                                            | 7 - 23

F-i

---

**Schwartz Levitsky Feldman llp**
  CHARTERED ACCOUNTANTS
  LICENSED PUBLIC ACCOUNTANTS
  TORONTO • MONTREAL

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
  Banyan Corporation

We have audited the accompanying consolidated balance sheet
  of Banyan Corporation as of December 31, 2006 and the related consolidated statements
  of operations, cash flows and stockholders’ deficit for the years ended
  December 31, 2006 and 2005. These consolidated financial statements are the
  responsibility of the Company’s management. Our responsibility is to express
  an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of
  the Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the consolidated financial statements are free of material misstatement.
  An audit includes examining, on a test basis, evidence supporting the amounts
  and disclosures in the consolidated financial statements. An audit also includes
  assessing the accounting principles used and significant estimates made by management,
  as well as evaluating the overall consolidated financial statement presentation.
  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  Banyan Corporation as at December 31, 2006 and the results of its operations
  and its cash flows for the years ended December 31, 2006 and 2005 in accordance
  with generally accepted accounting principles in the United States of America.

The accompanying consolidated financial statements have been
  prepared assuming the Company will continue as a going concern. As discussed
  in note 1 to the consolidated financial statements, the Company has suffered
  recurring losses from operations, and has a working capital deficiency and net
  stockholders’ deficit that raise substantial doubt about its ability to
  continue as a going concern. Management’s plans in regard to these matters
  are also described in note 1. The consolidated financial statements do not include
  any adjustments that might result from the outcome of this uncertainty.

1167 Caledonia Road
  Toronto, Ontario M6A 2X1
  Tel: 416 785 5353
  Fax: 416 785 5663

|Toronto, Ontario, Canada
      April 13, 2007 | */s/ Schwartz Levitsky Feldman llp*
      Chartered Accountants
        Licensed Public Accountants
|--------------------------------------------- | ---------------------------------------------------------------------------------------------------

F-1

---

BANYAN CORPORATIONCONSOLIDATED BALANCE SHEETDECEMBER 31, 2006(Expressed in US Dollars)

|ASSETS                                                                                            |  
|------------------------------------------------------------------------------------------------- | -
|                                                                                                  |  
|Current assets:                                                                                   |  
|Cash and cash equivalents                                                                         | $
|Accounts receivable                                                                               |  
|Prepaid expenses                                                                                  |  
|Current portion of note receivable (Note
      5)                                                 |  
|                                                                                                  |  
|Total current assets                                                                              |  
|                                                                                                  |  
|Note receivable (Note 5)                                                                          |  
|Property and equipment (Note 6)                                                                   |  
|Intangible Asset - customer list (Note 4)                                                         |  
|Deferred finance fees (Note 11)                                                                   |  
|Goodwill (Note 4)                                                                                 |  
|Other assets, net                                                                                 |  
|                                                                                                  |  
|                                                                                                  | $
|                                                                                                  |  
|                                                                                                  |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                              |  
|                                                                                                  |  
|Current liabilities:                                                                              |  
|Accounts payable and accrued liabilities (Note 15)                                                | $
|Accrued interest                                                                                  |  
|Other liabilities (Note 16)                                                                       |  
|Debt settlement (Note 10)                                                                         |  
|Current portion of obligations under capital lease (Note
      12)                                |  
|Notes payable (Note 13)                                                                           |  
|Related parties                                                                                   |  
|Others                                                                                            |  
|                                                                                                  |  
|Total current liabilities                                                                         |  
|                                                                                                  |  
|Convertible note (Note 11)                                                                        |  
|Obligations under capital lease (Note 12)                                                         |  
|                                                                                                  |  
|                                                                                                  |  
|                                                                                                  |  
|Commitments and contingencies (Notes 7, 8, 10, 12, 13, 15,
      16 and 19)                       |  
|                                                                                                  |  
|Stockholders' equity (Notes 4, 11, 14, 15 and 19)                                                 |  
|Preferred stock; no par value; 1,000,000,000
      shares authorized, none issued and outstanding |  
|Common stock; no par value; 5,000,000,000 shares                                                  |  
|authorized; 935,955,439 shares issued
      and outstanding                                       |  
|Deferred compensation costs                                                                       |  
|Accumulated deficit                                                                               |  
|                                                                                                  |  
|Total stockholders' equity                                                                        |  
|                                                                                                  |  
|                                                                                                  | $

The accompanying notes are an integral part of these consolidated
  financial statements
  F-2

---

BANYAN CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONSYEARS ENDED DECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|                                             |   | 2006        |   |   | 2005       |  
|-------------------------------------------- | - | ----------- | - | - | ---------- | -
|Revenue from franchised clinics              | $ | 779,288     |   | $ | 872,262    |  
|Revenue from diagnostic business             |   | 4,671,709   |   |   | 218,528    |  
|                                             |   |             |   |   |            |  
|                                             |   | 5,450,997   |   |   | 1,090,790  |  
|                                             |   |             |   |   |            |  
|Franchise cost                               |   | 53,929      |   |   | 103,955    |  
|Selling, general and administrative expenses |   | 5,748,399   |   |   | 2,008,466  |  
|                                             |   |             |   |   |            |  
|                                             |   | 5,802,328   |   |   | 2,112,421  |  
|                                             |   |             |   |   |            |  
|Loss from operations                         |   | (351,331    | ) |   | (1,021,631 | )
|                                             |   |             |   |   |            |  
|Other expense                                |   |             |   |   |            |  
|                                             |   |             |   |   |            |  
|Management compensation                      |   | (669,304    | ) |   | (462,000   | )
|Stock compensation                           |   | (553,041    | ) |   | (997,211   | )
|Amortization expense                         |   | (354,456    | ) |   | (40,833    | )
|Loss on settlement of debt (Note 10)         |   | -           |   |   | (250,000   | )
|Interest income                              |   | 44,108      |   |   | 9,998      |  
|Interest expense:                            |   |             |   |   |            |  
|Related parties                              |   | (12,647     | ) |   | (7,150     | )
|Other                                        |   | (2,186,431  | ) |   | (1,876,990 | )
|                                             |   |             |   |   |            |  
|Net loss                                     | $ | (4,083,102  | ) | $ | (4,645,817 | )
|                                             |   |             |   |   |            |  
|Net loss per common share:                   |   |             |   |   |            |  
|Basic and diluted                            | $ | -0.01       |   | $ | -0.05      |  
|                                             |   |             |   |   |            |  
|Weighted average number of common            |   |             |   |   |            |  
|shares- outstanding - basic and diluted      |   | 320,391,361 |   |   | 94,038,833 |  

The accompanying notes are an integral part of these consolidated
  financial statements
  F-3

---

BANYAN CORPORATIONCONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICITYEARS ENDED DECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|                                                         |  |                 |   |   |              |   |  |             |   |   |            |   |   |              |   |   | Common   |   |   |             |   |   |            |  
|-------------------------------------------------------- |  | --------------- | - | - | ------------ | - |  | ----------- | - | - | ---------- | - | - | ------------ | - | - | -------- | - | - | ----------- | - | - | ---------- | -
|                                                         |  |                 |   |   |              |   |  |             |   |   |            |   |   |              |   |   | stock    |   |   |             |   |   | Stock-     |  
|                                                         |  | Preferred stock |   |   | Common stock |   |  | Deferred    |   |   | to be      |   |   | Accumulated  |   |   | holders' |  
|                                                         |  | Shares          |   |   | Amount       |   |  | Shares      |   |   | Amount     |   |   | compensation |   |   | issued   |   |   | deficit     |   |   | deficit    |  
|Balances at January 1, 2005                              |  | 187,190         |   | $ | 334,906      |   |  | 58,661,744  |   | $ | 10,405,557 |   | $ | (20,542      | ) | $ | 73,912   |   | $ | (12,105,048 | ) | $ | (1,311,215 | )
|Issuance of common stock for services (Note 14)          |  |                 |   |   |              |   |  | 2,300,000   |   |   | 506,000    |   |   | (506,000     | ) |   |          |   |   |             |   |   | -          |  
|Issuance of common stock for services (Note
      14)    |  |                 |   |   |              |   |  | 9,127,721   |   |   | 399,968    |   |   |              |   |   |          |   |   |             |   |   | 399,968    |  
|Stock compensation plans (Note 14)                       |  |                 |   |   |              |   |  |             |   |   | 340,680    |   |   |              |   |   |          |   |   |             |   |   | 340,680    |  
|Common stock issued for cash (Note 14)                   |  |                 |   |   |              |   |  | 2,583,332   |   |   | 64,000     |   |   |              |   |   |          |   |   |             |   |   | 64,000     |  
|Common stock issued for cash and services                |  |                 |   |   |              |   |  |             |   |   |            |   |   |              |   |   |          |   |   |             |   |   |            |  
|of $94,000 and services of $33,500 (Note 14)             |  |                 |   |   |              |   |  | 940,000     |   |   | 127,500    |   |   |              |   |   |          |   |   |             |   |   | 127,500    |  
|Common stock issued for debt settlement (Note 10)        |  |                 |   |   |              |   |  | 2,454,767   |   |   | 295,000    |   |   |              |   |   |          |   |   |             |   |   | 295,000    |  
|Conversion of convertible notes                          |  |                 |   |   |              |   |  |             |   |   |            |   |   |              |   |   |          |   |   |             |   |   |            |  
|(net of finance fees of $108,725) (Notes 11 and 14)      |  |                 |   |   |              |   |  | 69,400,000  |   |   | 1,032,280  |   |   |              |   |   |          |   |   |             |   |   | 1,032,280  |  
|Issuance of common stock for acquisition of
      assets |  |                 |   |   |              |   |  |             |   |   |            |   |   |              |   |   |          |   |   |             |   |   |            |  
|of Franchise Support Network, Inc. (Note 14)             |  |                 |   |   |              |   |  | 10,047,666  |   |   | -          |   |   |              |   |   |          |   |   |             |   |   | -          |  
|Stock reissued (Notes 14 and 15)                         |  |                 |   |   |              |   |  | 6,600,000   |   |   | 990,000    |   |   |              |   |   |          |   |   |             |   |   | 990,000    |  
|Stock subscribed issued during the year                  |  |                 |   |   |              |   |  | 700,000     |   |   | 73,912     |   |   |              |   |   | (73,912  | ) |   |             |   |   | -          |  
|Exercise of options for services (Note 14)               |  |                 |   |   |              |   |  | 300,000     |   |   | 42,000     |   |   |              |   |   |          |   |   |             |   |   | 42,000     |  
|Stock to be issued                                       |  |                 |   |   |              |   |  | (3,283,332  | ) |   | (82,250    | ) |   |              |   |   | 82,250   |   |   |             |   |   | -          |  
|Transfer of preferred stock (Note 14)                    |  | (187,190        | ) |   | (334,906     | ) |  |             |   |   | 334,906    |   |   |              |   |   |          |   |   |             |   |   | -          |  
|Amortization of deferred compensation                    |  |                 |   |   |              |   |  |             |   |   |            |   |   | 418,063      |   |   |          |   |   |             |   |   | 418,063    |  
|Beneficial conversion (Note 11)                          |  |                 |   |   |              |   |  |             |   |   | 1,410,983  |   |   |              |   |   |          |   |   |             |   |   | 1,410,983  |  
|Warrants issued with convertible notes (Note 11)         |  |                 |   |   |              |   |  |             |   |   | 135,045    |   |   |              |   |   |          |   |   |             |   |   | 135,045    |  
|Net loss                                                 |  |                 |   |   |              |   |  |             |   |   |            |   |   |              |   |   |          |   |   | (4,645,817  | ) |   | (4,645,817 | )
|Balance at December 31, 2005                             |  | -               |   |   | -            |   |  | 159,831,898 |   |   | 16,075,581 |   |   | (108,479     | ) |   | 82,250   |   |   | (16,750,865 | ) |   | (701,513   | )
|Issuance of common stock for services (Note
      14)    |  |                 |   |   |              |   |  | 49,258,376  |   |   | 272,983    |   |   |              |   |   |          |   |   |             |   |   | 272,983    |  
|Stock compensation plans (Note 14)                       |  |                 |   |   |              |   |  |             |   |   | 346,980    |   |   | (25,300      | ) |   |          |   |   |             |   |   | 321,680    |  
|Issuance of common stock for acquisition                 |  |                 |   |   |              |   |  |             |   |   |            |   |   |              |   |   |          |   |   |             |   |   |            |  
|of Premier Medical (Notes 4 and 14)                      |  |                 |   |   |              |   |  | 14,285,714  |   |   | 142,857    |   |   |              |   |   |          |   |   |             |   |   | 142,857    |  
|Conversion of convertible notes                          |  |                 |   |   |              |   |  |             |   |   |            |   |   |              |   |   |          |   |   |             |   |   |            |  
|(net of finance fees $10,257) (Notes 11 and 14)          |  |                 |   |   |              |   |  | 667,217,369 |   |   | 715,035    |   |   |              |   |   |          |   |   |             |   |   | 715,035    |  
|Stock subscribed issued during the period                |  |                 |   |   |              |   |  | 3,283,332   |   |   | 82,250     |   |   |              |   |   | (82,250  | ) |   |             |   |   | -          |  
|Exercise of options for services (Note 14)               |  |                 |   |   |              |   |  | 13,000,000  |   |   | 78,000     |   |   |              |   |   |          |   |   |             |   |   | 78,000     |  
|Exercise of warrants for cash (Note 14)                  |  |                 |   |   |              |   |  | 29,078,750  |   |   | 29,079     |   |   |              |   |   |          |   |   |             |   |   | 29,079     |  
|Amortization of deferred compensation                    |  |                 |   |   |              |   |  |             |   |   |            |   |   | 108,479      |   |   |          |   |   |             |   |   | 108,479    |  
|Beneficial conversion (Note 11)                          |  |                 |   |   |              |   |  |             |   |   | 3,494,226  |   |   |              |   |   |          |   |   |             |   |   | 3,494,226  |  
|Warrants issued with convertible notes (Note 11)         |  |                 |   |   |              |   |  |             |   |   | 415,774    |   |   |              |   |   |          |   |   |             |   |   | 415,774    |  
|Net loss                                                 |  |                 |   |   |              |   |  |             |   |   |            |   |   |              |   |   |          |   |   | (4,083,102  | ) |   | (4,083,102 | )
|Balances at December 31, 2006                            |  | -               |   | $ | -            |   |  | 935,955,439 |   | $ | 21,652,765 |   | $ | (25,300      | ) | $ | -        |   | $ | (20,833,967 | ) | $ | 793,498    |  

The accompanying notes are an integral part of these consolidated
  financial statements 
  F-4

---

BANYAN CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWSYEARS ENDED DECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|                                                              |   | 2006       |   |   | 2005       |  
|------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                              |   |            |   |   |            |  
|Cash flows from operating activities                          |   |            |   |   |            |  
|Net loss                                                      | $ | (4,083,102 | ) | $ | (4,645,817 | )
|Adjustments to reconcile net loss to
      net cash           |   |            |   |   |            |  
|used in operating activities:                                 |   |            |   |   |            |  
|Loss on settlement of debt                                    |   | -          |   |   | 250,000    |  
|Stock and options issued for services                         |   | 564,762    |   |   | 816,148    |  
|Amortization of deferred compensation                         |   | 108,479    |   |   | 418,063    |  
|Amortization of assets                                        |   | 491,194    |   |   | 184,233    |  
|Amortization of beneficial conversion                         |   | 1,578,642  |   |   | 1,490,986  |  
|Expenses paid by convertible note                             |   | -          |   |   | 24,000     |  
|Foreign exchange on note payable                              |   | 3,910      |   |   | -          |  
|Changes in assets and liabilities from continuing operations: |   |            |   |   |            |  
|Accounts receivable                                           |   | 366,021    |   |   | (213,130   | )
|Prepaid expense                                               |   | (65,766    | ) |   | 22,575     |  
|Accounts payable, accrued expenses
      and debt settlement  |   | 199,178    |   |   | 508,567    |  
|                                                              |   |            |   |   |            |  
|Net cash used in operating activities                         |   | (836,682   | ) |   | (1,144,375 | )
|                                                              |   |            |   |   |            |  
|Cash flows from investing activities:                         |   |            |   |   |            |  
|Proceeds on note receivable                                   |   | 62,680     |   |   | 24,983     |  
|Business acquisition (Note 4)                                 |   | (1,818,832 | ) |   | -          |  
|Customer list purchased                                       |   | -          |   |   | (700,000   | )
|Purchase of property and equipment                            |   | (1,082     | ) |   | -          |  
|Acquisition of other assets                                   |   | (9,600     | ) |   | -          |  
|                                                              |   |            |   |   |            |  
|Net cash used in investing activities                         |   | (1,766,834 | ) |   | (675,017   | )
|                                                              |   |            |   |   |            |  
|Cash flows from financing activities                          |   |            |   |   |            |  
|Net procceds from notes payable, related
      parties        |   | 57,009     |   |   | (11,893    | )
|Net proceeds from notes payable, other                        |   | -          |   |   | 90,000     |  
|Proceeds from convertible notes                               |   | 3,845,000  |   |   | 1,584,546  |  
|Payments on long term debt and notes payable                  |   | (1,199,506 | ) |   | -          |  
|Proceeds from issuance of common stock
      and exercise     |   |            |   |   |            |  
|of options and warrants                                       |   | 29,079     |   |   | 158,000    |  
|                                                              |   |            |   |   |            |  
|Net cash provided by financing activities                     |   | 2,731,582  |   |   | 1,820,653  |  
|                                                              |   |            |   |   |            |  
|Net increase in cash                                          |   | 128,066    |   |   | 1,261      |  
|                                                              |   |            |   |   |            |  
|Cash and cash equivalents, beginning of year                  |   | 2,206      |   |   | 945        |  
|                                                              |   |            |   |   |            |  
|Cash and cash equivalents, end of year                        | $ | 130,272    |   | $ | 2,206      |  
|                                                              |   |            |   |   |            |  
|(continued)                                                   |  

The accompanying notes are an integral part of these consolidated
  financial statements
  F-5

---

BANYAN CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS (continued) 
  YEARS ENDED DECEMBER 31, 2006 AND 2005 
  (Expressed in US Dollars)

|                                                            |   | 2006      |   |   | 2005      | 
|----------------------------------------------------------- | - | --------- | - | - | --------- | 
|Supplemental disclosures of cash flow information:          |   |           |   |   |           | 
|                                                            |   |           |   |   |           | 
|Cash paid for interest                                      | $ | 12,735    |   | $ | -         | 
|                                                            |   |           |   |   |           | 
|Supplemental disclosure of net proceeds from                |   |           |   |   |           | 
|long term debt:                                             |   |           |   |   |           | 
|                                                            |   |           |   |   |           | 
|Convertible note                                            |   |           |   |   |           | 
|Convertible note, issued                                    | $ | 3,910,000 |   | $ | 1,910,000 | 
|Finance fees capitalized                                    |   | -65,000   |   |   | -241,454  | 
|Expenses                                                    |   | -         |   |   | -24,000   | 
|Prepaid interest                                            |   | -         |   |   | -60,000   | 
|                                                            |   |           |   |   |           | 
|                                                            | $ | 3,845,000 |   | $ | 1,584,546 | 
|                                                            |   |           |   |   |           | 
|Supplemental disclosure of non-cash investing
      and     |   |           |   |   |           | 
|financing activities:                                       |   |           |   |   |           | 
|                                                            |   |           |   |   |           | 
|Obligation under capital leases                             |   |           |   |   |           | 
|Capital leases                                              | $ | 99,654    |   | $ | -         | 
|Property and equipment acquired                             |   | (80,654   | ) |   | -         | 
|Prepaid expense included in obligation                      |   | (19,000   | ) |   | -         | 
|                                                            |   |           |   |   |           | 
|                                                            | $ | -         |   | $ | -         | 
|                                                            |   |           |   |   |           | 
|Property and equipment transferred in
      lieu of payment |   |           |   |   |           | 
|of note payable                                             | $ | 75,300    |   | $ | -         | 
|                                                            |   |           |   |   |           | 
|Supplemental disclosure of changes in accounts              |   |           |   |   |           | 
|payable, accrued expenses
      and debt settlement:        |   |           |   |   |           | 
|                                                            |   |           |   |   |           | 
|Change in accounts payable, accrued expenses
      and debt |   |           |   |   |           | 
|settlement per balance sheet                                | $ | 164,671   |   | $ | -412,293  | 
|Non-cash items affecting accounts payable,
      accrued    |   |           |   |   |           | 
|expenses and debt settlement:                               |   |           |   |   |           | 
|Stock issued for
      settlement of debt                   |   | -         |   |   | 295,000   | 
|Loss on settlement of debt                                  |   | -         |   |   | -250,000  | 
|Notes payable transferred
      to settlement of debt       |   | (33,840   | ) |   | -174,140  | 
|Business acquisition                                        |   | (116,529  | ) |   |           | 
|Shares reissued
      to an officer included in accounts    |   |           |   |   |           | 
|payable                                                     |   | -         |   |   | 990,000   | 
|Shares issued in
      lieu of payment of accounts payable  |   | 68,513    |   |   | -         | 
|Interest on convertible notes converted
      into shares   |   | 116,363   |   |   | -         | 
|Prepaid interest                                            |   | -         |   |   | 60,000    | 
|                                                            |   |           |   |   |           | 
|                                                            | $ | 199,178   |   | $ | 508,567   | 

The accompanying notes are an integral part of these consolidated
  financial statements
  F-6

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|1. | Organization, principles of consolidation, restatement,
        going concern, results of operations and managements plans: Organization
        and principles of consolidation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Banyan Corporation (the Company), an Oregon
        corporation, was incorporated on June 13, 1978. The Company operates in
        two segments of the health care industry: diagnostic imaging and franchising
        Chiropractic USA chiropractic clinics. All clinics are operated by independent
        entrepreneurs under the terms of franchise arrangements (franchisees).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The consolidated financial statements include the accounts
        of Banyan Corporation, its wholly-owned subsidiaries, Diagnostic USA,
        Inc., Banyan Financial Services, Inc., Franchise Support Network, Inc.,
        Premier Medical Group, Inc., Atlas Medical Group, Century Neurological,
        Inc., Comprehensive Medical, Neurological Medical Associates of N.J, LLC,
        Neurological Consultants, LLC, Neurological Services, Inc., Optimal Medical
        Group, LLC, Premier Health Services, LLC, Premier Imaging, LLC, Premier
        Professional Services, LLC, Providers Medical Group, LLC, Prism Diagnostics,
        Inc., West Center Medical Group, Inc., Premier SD, LLC and Virtual Medical
        Systems, LLC, its majority-owned (99%) subsidiaries Premier Integra Services,
        LLC and Premier National, LLC and its majority-owned (90%) subsidiary,
        Chiropractic USA, Inc. (CUSA) and the accounts of Southern
        Diagnostics, Inc. in accordance with guidelines established under Emerging
        Issue Task Force 97-2 Application of FASB Statement No. 94 and APB
        Opinion 16 to Physician Practice Management Entities and Certain Other
        Entities with Contractual Management Arrangements.The Company meets
        all six of the requirements for a controlling financial interest that
        results in the consolidation of Southern Diagnostics, Inc. All significant
        intercompany accounts and transactions have been eliminated in consolidation.
        Banyan Financial Services, Inc., Franchise Support Network Inc. and Diagnostic
        USA, Inc. have not commenced operations. Losses attributable to the minority
        interest in Chiropractic USA, Inc. have been consolidated into the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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 working capital deficiency of $162,759 as at December
        31, 2006. These conditions raise substantial doubt about the Companys
        ability to continue as a going concern. Managements plans to address
        these concerns include the conversion of outstanding debt to equity, additional
        equity financing, sales of franchises, and increasing collections of receivables
        from franchisees, developing the diagnostic imaging business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The accompanying financial statements do not include
        any adjustments relating to the recoverability and classification of assets
        or the amounts of liabilities that might be necessary should the Company
        be unsuccessful in implementing these plans, or otherwise be unable to
        continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Summary of significant accounting policies:
      Use of estimates:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The preparation of financial statements in conformity
        with accounting principles generally accepted in the United States of
        America requires management to make estimates and assumptions that affect
        the reported amounts of assets and liabilities and disclosure of contingent
        assets and liabilities at the date of the financial statements and the
        reported amounts of revenue and expenses during the reporting period.
        Actual results could differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Cash and cash equivalents:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company considers all highly liquid investments
        with an original maturity of three months or less to be cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-7

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|2. | Summary of significant accounting policies (continued):
      Property and equipment:                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Property and equipment are recorded at cost, less accumulated
        amortization. Expenditures for major betterments and improvements that
        extend the lives of the assets are capitalized, while repairs and maintenance
        that do not improve or extend the lives of the assets are charged to expense
        currently. Amortization is provided principally on accelerated methods
        over the estimated useful lives of the assets which are as follows:

| | Office furniture and fixtures  | 5 to 7 years
| | ------------------------------ | ------------
| | Computer software              | 3 years     
| | Computer and testing equipment | 5 to 7 years
| | Transportation equipment       | 5 years     
| | Other                          | 5 years     

Goodwill

Goodwill, arising from the acquisition
  of Premier Medical Group, Inc., represents the purchase price in excess of the
  fair value of assets acquired. The Company follows the Statement of Financial
  and Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
  Assetsto record goodwill. SFAS No. 142 requires that these assets be reviewed
  for impairment at least annually, or whenever there is an indication of impairment.
  The Company performed a goodwill impairment test in the fourth quarter of 2006
  and determined that there was no goodwill impairment as of that testing date.
  A goodwill impairment test will be performed annually in the fourth quarter
  or upon significant changes in the Companys business environment.

Revenue recognition:

Fees from franchised clinics include
  initial franchise fees and continuing franchise and marketing fees. Initial
  fees are recognized as revenue on the opening of a clinic when the Company has
  performed substantially all initial services required by the franchise arrangement.
  Continuing fees for franchise and marketing are recognized as revenue based
  on a percentage of cash collected.

Revenue from diagnostic imaging services
  is calculated on an overall percentage of what can be expected to be collected
  from all outstanding gross billings based on the last five years of billing
  history. Gross billings are discounted principally due to the fact that levels
  of coverage by the insurance companies for patients vary from policy to policy
  and from insurance company to insurance company. This estimate is reviewed periodically,
  and, as adjustments become necessary, they are reported in earnings in the period
  in which they become known.

Accounts receivable:

Accounts receivable are uncollateralized
  and consist primarily of receivables from franchisees and diagnostic services.
  Management reviews accounts receivable periodically for collectibility, establishes
  an allowance for doubtful accounts and records bad debt expense when deemed
  necessary. At year end, no allowance for doubtful accounts was considered necessary.

Comprehensive income:

SFAS No. 130, Reporting Comprehensive
  Income,establishes accounting and reporting requirements for comprehensive
  income. During the years ended December 31, 2006 and 2005, there are no differences
  between comprehensive loss and net loss as reported.

Foreign currency translation:

Operating revenue and expenses arising
  from foreign currency transactions are translated into US dollars at exchange
  rates in effect on the date of the transactions. Monetary assets and liabilities
  are translated into US dollars at the exchange rate in effect on the date of
  the balance sheet. Gains or losses arising from the translations are included
  in earnings.

F-8

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|2. | Summary of significant accounting policies (continued):
      Income taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company follows the provisions of SFAS No. 109,
        Accounting for Income Taxes. SFAS No. 109 requires an asset and
        liability based approach in accounting for income taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Deferred income tax assets and liabilities are recorded
        to reflect the tax consequences on future years of temporary differences
        of revenue and expense items for financial statement and income tax purposes.
        Valuation allowances are established against assets that are not likely
        to be realized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Intangibles and impairment of long-lived assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Intangible asset, which is comprised of a customer list
        (see Note 4), is amortized in a straight-line basis over ten years. Management
        reviews long-lived assets 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 net cash
        flows expected to be generated by that asset. If such assets are considered
        impaired, the impairment to be recognized is measured by the amount by
        which the carrying amount of the assets exceeds the fair value of the
        assets. The Company performed the impairment test in the fourth quarter
        of 2006 and determined that long-lived assets were impaired as of that
        testing date. As a result, the Company recorded an impairment loss of
        $250,000 for the year ended December 31, 2006.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Advertising:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Advertising costs are expensed as incurred. For the
        years ended December 31, 2006 and 2005, advertising costs were approximately
        $150,000 and $320,000, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Net loss per share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Basic net loss per share is computed by dividing the
        net loss applicable to common stockholders by the weighted-average number
        of shares of common stock outstanding for the year. Diluted net loss per
        share reflects the potential dilution that could occur if dilutive securities
        were exercised or converted into common stock or resulted in the issuance
        of common stock that shared in the earnings of the Company, unless the
        effect of such inclusion would reduce a loss or increase earnings per
        share. For the years ended December 31, 2006 and 2005, the effect of the
        inclusion of dilutive shares would have resulted in a decrease in loss
        per share. Accordingly, the weighted average shares outstanding have not
        been adjusted for dilutive shares.                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Stock-based compensation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company applies SFAS No. 123R, Shares-Based Payment.
        SFAS No. 123R requires all public and non-public companies to measure
        and recognize compensation expense for all stock-based payments for services
        received at the grant-date fair value, with the cost recognized over the
        vesting period (or the requisite service period).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Business segments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has adopted SFAS No. 131, Disclosures
        About Segments of an Enterprise and Related Information, which establishes
        reporting and disclosure standards for an enterprises operating
        segments. Operating segments are defined as components of an enterprise
        for which separate financial information is available and regularly reviewed
        by the Companys senior management. During 2006 and 2005, the Company
        operated in two business segments: franchising chiropractic clinics and
        diagnostic services. (See Note 18)                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-9



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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|2. | Summary of significant accounting policies (continued):
      Recently issued accounting pronouncements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In May 2005, the Financial Accounting Standards Board
        (FASB) issued the Statements of Financial Accounting Standards
        (SFAS) No. 154, Accounting Changes and Error Corrections
        - a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS
        No. 154 changes the requirements for the accounting for and reporting
        of a change in accounting principle. These requirements apply to all voluntary
        changes and changes required by an accounting pronouncement in the unusual
        instance that the pronouncement does not include specific transition provisions.
        SFAS No. 154 is effective for fiscal years beginning after December 15,
        2005. As such, the Company was required to adopt these provisions at the
        beginning of the fiscal year ending December 31, 2006. The adoption of
        SFAS No. 154 did not have a material effect on the financial position
        or results of operations of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In February 2006, the FASB issued SFAS No. 155, Accounting
        for Certain Hybrid Financial Instruments - an amendment of FASB Statement
        No. 133 and 140. SFAS No. 155 resolves issues addressed in Statement
        133 Implementation Issue No. D1, Application of Statement 133 to Beneficial
        Interests in Securitized Financial Assets. SFAS No. 155 is effective
        for all financial instruments acquired or issued after the beginning of
        the first fiscal year that begins after September 15, 2006. As such, the
        Company is required to adopt these provisions at the beginning of the
        fiscal year ending December 31, 2007. The Company is currently evaluating
        the impact of SFAS No. 155 on its financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In March 2006, the FASB issued SFAS No. 156, Accounting
        for Servicing of Financial Assetsan amendment of FASB Statement
        No. 140. SFAS No. 156 amends FASB Statement No. 140, Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities,with respect to the accounting for separately recognized
        servicing assets and servicing liabilities. SFAS No. 156 is effective
        at the beginning of the first fiscal year that begins after September
        15, 2006. As such, the Company is required to adopt these provisions at
        the beginning of the fiscal year ending December 31, 2007. The Company
        is currently evaluating the impact of SFAS No. 155 on its financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In September 2006, the FASB issued SFAS No. 157, Fair
        Value Measurements.SFAS No. 157 defines fair value, establishes a
        framework for measuring fair value in generally accepted accounting principles
        (GAAP), and expands disclosures about fair value measurements.
        SFAS No. 157 is effective for financial statements issued for fiscal years
        beginning after November 15, 2007, and interim periods within those fiscal
        years. As such, the Company is required to adopt these provisions at the
        beginning of the fiscal year ending December 31, 2008. The Company is
        currently evaluating the impact of SFAS No. 157 on its financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In September 2006, the FASB issued SFAS No. 158, Employers
        Accounting for Defined Benefit Pension and Other Postretirement Plansan
        amendment of FASB Statements No. 87, 88, 106, and 132(R).SFAS No.
        158 improves financial reporting by requiring an employer to recognize
        the overfunded or underfunded status of a defined benefit postretirement
        plan (other than a multiemployer plan) as an asset or liability in its
        statement of financial position and to recognize changes in that funded
        status in the year in which the changes occur through comprehensive income.
        The requirement to recognize the funded status of a benefit plan (paragraph
        4) and the disclosure requirements (paragraph 7) is effective for an employer
        with publicly traded equity securities as of the end of the fiscal year
        ending after December 15, 2006, the requirement to measure plan assets
        and benefit obligations as of the date of the employers fiscal year-end
        statement of financial position (paragraphs 5, 6, and 9) is effective
        for fiscal years ending after December 15, 2008. As such, the Company
        is required to adopt the paragraphs 4 and 7 on December 31, 2006, and
        the paragraph 5, 6 and 9 at the beginning of the fiscal year ending December
        31, 2008. Management does not expect the adoption of SFAS No. 158 to have
        a significant impact on the financial position or results of operations
        of the Company.

F-10



---



BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|2. | Summary of significant accounting policies (continued):
      Recently issued accounting pronouncements (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In February 2007, the FASB issued SFAS No. 159, The
        Fair Value Option for Financial Assets and Financial LiabilitiesIncluding
        an amendment of FASB Statement No. 115.SFAS No. 159 permits entities
        to choose to measure many financial instruments and certain other items
        at fair value. The objective is to improve financial reporting by providing
        entities with the opportunity to mitigate volatility in reported earnings
        caused by measuring related assets and liabilities differently without
        having to apply complex hedge accounting provisions. SFAS No. 159 is effective
        as of the beginning of an entitys first fiscal year that begins
        after November 15, 2007. As such, the Company is required to adopt these
        provisions at the beginning of the fiscal year ending December 31, 2008.
        The Company is currently evaluating the impact of SFAS No. 159 on its
        financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | Change in accounting policy:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On January 1, 2006, the Company adopted SFAS No. 123R,
        Shares-Based Payment. SFAS No. 123R requires all public and non-public
        companies to measure and recognize compensation expense for all stock-based
        payments for services received at the grant-date fair value, with the
        cost recognized over the vesting period (or the requisite service period).
        Previously, the Company didnt recognize compensation expense for
        options granted to employees at fair value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | As permitted by SFAS No. 123R, the change in accounting
        policy has been applied prospectively. The effect of the new accounting
        policy has to increase expenses regarding options granted to employees
        by $160,000 during the year ended December 31, 2006.
      For the year ended December 31, 2005, the pro-forma disclosure
        relating to the issuing and vesting of stock options is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| | Net loss as reported                          | $ | (4,645,817 | )
| | --------------------------------------------- | - | ---------- | -
| | Deduct: Stock based compensation              |   | (781,000   | )
| | Net loss, pro forma                           | $ | (5,426,817 | )
| | Basic and diluted loss per share, as reported | $ | (0.05      | )
| | Pro-forma basic and diluted loss per share    | $ | (0.06      | )

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The assumptions used in calculating the fair value
        of the options granted during 2005, using the Black-Scholes options pricing
        model, were: dividend yield (Nil); expected volatility ranging from 107%
        to 158%; risk free interest rate of 4%; and expected term of 5 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | Business acquisitions and dispositions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On February 10, 2006, the Company purchased all of the
        outstanding equity securities of the constituent entities of a diagnostic
        imaging business, Premier Medical Group, Inc., Atlas Medical Group, Comprehensive
        Medical, Neurological Medical Associates of N.J, LLC, Neurological Consultants,
        LLC, Neurological Services, Inc., Optimal Medical Group, LLC, Premier
        Health Services, LLC, Premier Imaging, LLC, Premier Professional Services,
        LLC, Providers Medical Group, LLC, Prism Diagnostics, Inc., West Center
        Medical Group, Inc., Premier SD, LLC and Premier Integra Services, LLC
        (hereinafter collectively referred to as Premier) from Dr.
        Brad Goldstein (Dr. Goldstein) the founder, owner and operator
        of Premier. As a result of the purchase, all of the assets and liabilities
        of the business have been transferred to the Company. The Company completed
        the acquisition of Premier pursuant to a Stock Purchase Agreement with
        Dr. Goldstein. Under the agreement, the Company paid Dr. Goldstein $2,000,000
        in cash at closing plus 14,285,714 shares of common stock valued at $142,857.
        The Company also agreed to pay Dr. Goldstein an additional $100,000 and
        an amount equal to the pre- closing accounts receivable that are actually
        collected, estimated at $1,789,381, once Premiers cash flow permits
        these additional payments to be made. Dr. Goldstein entered a new one-year
        employment agreement with Premier effective February 10, 2006 for an annual
        salary of $200,000.

F-11

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|4. | Business acquisitions and dispositions (continued):                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                  
|   | The acquisition was recorded under the purchase method
        and the results of operations of the subsidiary are included in the consolidated
        income as of the date of acquisition. The net assets purchased for an
        amount of $4,032,238, including cash of $181,168, are allocated as follows:

| | Current assets         | $ | 2,201,168 | 
| | ---------------------- | - | --------- | 
| | Property and equipment |   | 116,722   | 
| | Other assets           |   | 9,382     | 
| | Goodwill               |   | 1,821,495 | 
| |                        |   | 4,148,767 | 
| |                        |   |           | 
| | Current liabilities    |   | 116,529   | 
| |                        |   |           | 
| |                        | $ | 4,032,238 | 

Had the acquisition of Premier Medical
  Group, Inc. taken into effect on January 1, 2005, the Companys results
  for the year would have been changed to the pro forma amounts indicated below:

| |                                             |   | 2006       |   |   | 2005       |  
| | ------------------------------------------- | - | ---------- | - | - | ---------- | -
| | Total revenue                               | $ | 6,350,592  |   | $ | 7,573,057  |  
| | Net loss                                    | $ | (4,117,434 | ) | $ | (3,569,438 | )
| | Basic and diluted loss per share, pro forma | $ | (0.01      | ) | $ | (0.04      | )

In March 2005, the Company entered into
  an agreement with Nationwide Diagnostic Solutions, Inc. (Nationwide)
  to acquire all their shares. On May 27, 2005, the Companys wholly-owned
  subsidiary, Diagnostic USA, Inc. assigned its right to acquire Nationwide to
  Southern Diagnostics, Inc. (Southern) a newly formed Colorado holding
  company with no other assets, in exchange for a management agreement. Southern
  is wholly owned by the Companys chief executive and chief financial officer.
  In May 2005, Southern completed the acquisition of Nationwide for $700,000 paid
  in cash. The $700,000 represents the value of the customer list and is amortized
  over a ten-year period, which is the period of the management agreement.

As of December 31, 2006, the net book
  value of the customer list is as follow:

| | Customer list purchased        | $ | 700,000  |  
| | ------------------------------ | - | -------- | -
| | Less: accumulated amortization |   | (110,833 | )
| | Less: impairment loss (Note 2) |   | (250,000 | )
| |                                |   |          |  
| |                                | $ | 339,167  |  

Amortization expense for each of the
  five years ended after December 31, 2006 is expected to be $40,297.

F-12

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|5. | Note receivable:                                                    
|-- | --------------------------------------------------------------------
|   |                                                                     
|   | As of December 31, 2006, the note receivable was as
        follows:

| | Promissory note, repayable by monthly instalments
      of $8,745 including principal and interest calculated at the rate of 5%,
      secured by all current and future acquired assets of the purchaser, maturing
      in 2015 |  | $ | 736,844 |  
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------- | -
| | Less: current portion                                                                                                                                                                                                             |  |   | (69,682 | )
| |                                                                                                                                                                                                                                   |  |   |         |  
| |                                                                                                                                                                                                                                   |  | $ | 667,162 |  

|   |                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------
|6. | Property and equipment:
      Property and equipment, which are stated at cost, at December
        31, 2006, consists of the following:
|   |                                                                                                                                         

| | Computer software              | $ | 13,362   |  
| | ------------------------------ | - | -------- | -
| | Office furniture and fixtures  |   | 23,065   |  
| | Computer and testing equipment |   | 115,568  |  
| | Transportation equipment       |   | 6,164    |  
| | Leased assets                  |   | 80,654   |  
| |                                |   | 238,813  |  
| | Less accumulated amortization  |   | (149,893 | )
| |                                | $ | 88,920   |  

|7. | Franchise Operations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | As of December 31, 2006, CUSA has entered into approximately
        fifty-five franchise agreements covering fifty-five locations. Franchise
        agreements are for ten-year terms. The franchise agreements provide for
        payment of percentage royalties, contribution to a national advertising
        fund, and charges for additional services selected by the franchisee.
        New practitioners pay a franchise fee in addition to these charges. Some
        franchise agreements cover more than one location.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | As of December 31, 2006, CUSA has entered into fifteen
        area developer agreements. Area developer agreements are for five-year
        terms. An area developer is responsible for developing a number of additional
        CUSA franchised locations within an exclusive territory. Area developers
        are paid a percentage of the royalties collected in the territory. An
        area developer typically enters into one or more franchise agreements.                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8. | Lease commitments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company leases office space in Boca Raton, Florida
        and in Alberta, Canada. The leases in Florida are on a year renewal, the
        lease in Alberta expires on April 30, 2011. Total commitment as at December
        31, 2006 is approximately $315,000. The commitments in each of the next
        five fiscal years are as follows:                                                                                                                                                                                  

| | 2007 | $ | 161,200 | 
| | ---- | - | ------- | 
| | 2008 |   | 55,800  | 
| | 2009 |   | 42,000  | 
| | 2010 |   | 42,000  | 
| | 2011 |   | 14,000  | 
| |      | $ | 315,000 | 

F-13

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|9. | Income taxes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company did not incur income tax expense for the
        years ended December 31, 2006 and 2005. 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, 2006 and 2005
        was due primarily to the tax effect of the change in the valuation allowance.                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company recognizes deferred tax liabilities and
        assets for the expected future tax consequences of events that have been
        recognized in the financial statements or tax returns. Under this method,
        deferred tax liabilities and assets are determined based on the difference
        between the financial statement carrying amounts and tax bases of assets
        and liabilities using enacted tax rates in effect in the years in which
        the differences are expected to reverse.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The following is a summary of the Companys deferred
        tax assets and liabilities arising from differences in financial statement
        and income tax bases for the following assets as of December 31, 2006:                                                                                                                                                                                                                                                                                                     

| | Net operating loss carry forward       | $ | 5,324,400  |  
| | -------------------------------------- | - | ---------- | -
| | Deferred tax asset valuation allowance |   | (5,324,400 | )
| |                                        |   |            |  
| |                                        | $ | -          |  

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | At December 31, 2006 the Company has approximately
        $15,660,000 of unused federal net operating loss carry forwards, which
        expire from 2007 through 2026. A valuation allowance has been provided
        to reduce the deferred tax assets to zero, as realization is not likely.
        In addition, due to the change in control of the Company in 2002, the
        net operating loss carry forwards may be limited. Of the total losses,
        $6,323,000 have not yet been assessed by the IRS. The Company may have
        tax filing obligations in Canada which is currently being evaluated.                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10. | Debt settlement:
      On July 13, 2005, the Company settled a dispute over certain
        debt instruments. Under the terms of the settlement, the Company issued
        2,454,767 shares in satisfaction of $295,000 of the debt settlement amount.
        The Company paid $250,000 in December 2006 and agreed to pay $160,000
        in ten equal monthly installments of $10,000 beginning on July 2, 2007.
        In the event the Company defaults on payment of these installments, the
        Company signed a confession of judgment for $350,000 less installments
        paid. As a result of this settlement, the Company recorded a loss on settlement
        of debt in the amount of $250,000 in the year ended December 31, 2005.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11. | Convertible note and other assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | Face value of note         | $ | 5,270,067  |  
| | -------------------------- | - | ---------- | -
| | Less: unamortized discount |   | (3,272,390 | )
| |                            |   |            |  
| |                            | $ | 1,997,677  |  

Effective December 15, 2006, the Company
  entered into a Securities Purchase Agreement (December 2006 note).
  Under this agreement, the Company agreed to sell a total of $660,000 in callable
  secured convertible notes for three years with 8% annual interest payable quarterly.
  The notes are convertible into shares of the Companys common stock at
  the holders option. The conversion price equals to the lesser of $0.0057
  or the average of the lowest three intra-day trading prices during the twenty
  trading days prior to the conversion date discounted by 50%. Attached to the
  notes, lenders received 10,000,000 warrants to purchase one share of the Companys
  common stock per warrant. Warrants have a five-year term from the date of issuance
  with an exercise price of $0.001 per share.

F-14

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|11. | Convertible note and other assets (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | As a result of the advances of the amount $660,000 on
        account of the convertible notes, a beneficial conversion in the amount
        of $627,666 has been deducted from the face value of the notes and is
        amortized over the three-year term of the note as interest expense. The
        warrants are valued at $32,334 based on the Black-Scholes option-pricing
        model with the following assumptions: Dividend yield (Nil); expected volatility
        of 244%; risk free interest rates of 4.5%; and expected term of 5 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Effective November 10, 2006, the Company entered into
        a Securities Purchase Agreement (November 2006 note). Under
        this agreement, the Company agreed to sell a total of $250,000 in callable
        secured convertible notes for three years with 8% annual interest payable
        quarterly. The notes are convertible into shares of the Companys
        common stock at the holders option. The conversion price equals
        to the lesser of $0.0057 or the average of the lowest three intra-day
        trading prices during the twenty trading days prior to the conversion
        date discounted by 50%. Attached to the notes, lenders received 2,000,000
        warrants to purchase one share of the Companys common stock per
        warrant. Warrants have a seven- year term from the date of issuance with
        an exercise price of $0.009 per share.                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | As a result of the advances of the amount $250,000 on
        account of the convertible notes, a beneficial conversion in the amount
        of $248,016 has been deducted from the face value of the notes and is
        amortized over the three-year term of the note as interest expense. The
        warrants are valued at $1,984 based on the Black-Scholes option-pricing
        model with the following assumptions: Dividend yield (Nil); expected volatility
        of 181%; risk free interest rates of 4.5%; and expected term of 7 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Effective February 8, 2006, the Company entered into
        a Securities Purchase Agreement (February 2006 note). Under
        this agreement, the Company agreed to sell a total of $3,000,000 in callable
        secured convertible notes for three years with 8% annual interest payable
        quarterly. The notes are convertible into shares of the Companys
        common stock at the holders option. The conversion price equals
        to the lesser of $0.0057 or the average of the lowest three intra-day
        trading prices during the twenty trading days prior to the conversion
        date discounted by 50%. Lenders receive for each $1.00 of notes fifteen
        warrants to purchase one share of the Companys common stock. Warrants
        have a five-year term from the date of issuance with an exercise price
        of $0.001 per share. Warrants were issued as notes were sold.                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Attached to above advance, 95,000,000 warrants were
        issued. These warrants include an additional 50,000,000 warrants in consideration
        for the Company receiving the November and December proceeds in advance.
        The warrants are valued at $381,456 based on the Black-Scholes option-pricing
        model with the following assumptions: Dividend yield (Nil); expected volatility
        ranging from 157% to 181%; risk free interest rates of 4.5%; and expected
        term of 5 years. Financing fees related to the advances amounted to $65,000.
        The fees were capitalized and are being amortized over the three-year
        term of the note. The notes are due from February 2009 through October
        2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | As a result of the advances of the amount $3,000,000
        on account of the convertible notes, a beneficial conversion in the amount
        of $2,618,544 has been deducted from the face value of the notes and is
        amortized over the three-year term of the note as interest expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Effective November 8, 2004, the Company entered into
        a Securities Purchase Agreement (2004 note). Under this agreement,
        the Company agreed to sell a total of $3,000,000 in convertible notes
        for two years with 10% annual interest. Four months of interest was paid
        upon issuance. Interest that was not paid in advance is payable monthly.
        In any month in which the stock price is greater than $0.22, the interest
        for that month shall be zero. The notes are convertible into shares of
        the Companys common stock at the holders option. The conversion
        price equals to the lesser of $0.22 and the average of the lowest three
        intra-day trading prices during the twenty trading days prior to the conversion
        date discounted by 40%. Effective February 8, 2006, the Company agreed
        to increase the discount to 50%. Lenders received for each $1.00 of note
        one warrant to purchase one share of the Companys common stock.
        Warrants have a five-year term from the date of issuance with an exercise
        price of $0.40 per share. Warrants were issued at the same time the proceeds
        were received.

F-15

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|11. | Convertible note and other assets (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | During 2004, the first advance of the $1,200,000 was
        received, and 1,200,000 warrants were issued, valued at $75,351 based
        on the Black-Scholes option-pricing model. Financing fees related to the
        first advance amounted to $182,956. The fees were capitalized and being
        amortized over the two-year term of the note. The note was fully converted
        into common shares during the year. During 2005, the second and third
        advance of $800,000 and $1,000,000 respectively were received, and 1,800,000
        warrants were issued, valued at $135,045 based on the Black-Scholes option-pricing
        model with the following assumptions: Dividend yield (Nil); expected volatility
        ranging from 102% to 114%; risk free interest rates of 4%; and expected
        term of 5 years. Financing fees related to the second and the third advance
        amounted to $241,454. The fees were capitalized and are being amortized
        over the two-year term of the notes. The notes are due in December 2008.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | As of December 31, 2006, the net book value of the finance
        fees is as follow:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| | Finance fees capitalized, net  | $ | 250,637  |  
| | ------------------------------ | - | -------- | -
| | Less: accumulated depreciation |   | (175,593 | )
| |                                |   |          |  
| |                                | $ | 75,044   |  

|    | As a result of the advances in the amount $3,000,000
        on account of the convertible note, a beneficial conversion in the amount
        of $880,000 in 2004 and $1,410,983 in 2005 have been deducted from the
        face value of the notes and are amortized over the two-year period term
        of the notes as interest expense.
      During the year, $615,291 of the 2004 note (including interest
        in the amount of $95,785) was converted into 665,017,369 common shares.
        Unamortized finance fees in the amount of $10,257 of were deducted from
        the face value of the notes converted. In 2005, $1,141,005 of the 2004
        note (including interest in the amount of $20,578) was converted into
        69,400,000 common shares. Unamortized finance fees in the amount of $108,725
        were deducted from the face value of the notes converted.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Two other convertible notes were issued during the year
        ended December 31, 2005 for a total of $110,000. The notes were for a
        term of six months and did not bear interest. A beneficial conversion
        in the amount of $80,000 has been deducted from the face value of the
        notes and was fully amortized as at December 31, 2005. The notes were
        converted into 2,200,000 shares during the year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|12. | Obligations under capital leases:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| | Computer and testing equipment lease contract,
      of a total amount of $62,000,     |   |         | 
| | -------------------------------------------------------------------------------------- | - | ------- | 
| | repayable in monthly instalments of $1,527
      including interest calculated at 17%, |   |         | 
| | maturing in April 2011                                                                 | $ | 79,452  | 
| | Computer and testing equipment lease contracts,
      of a total amount of $37,654,    |   |         | 
| | repayable in monthly instalments of $1,119 including interest
      calculated at 7%,  |   |         | 
| | maturing from May 2008 to July 2009                                                    |   | 24,243  | 
| | Total amount of future minimum lease payment                                           |   | 103,695 | 
| | Interest included in instalments                                                       |   | 25,387  | 
| |                                                                                        |   | 78,308  | 
| | Current portion                                                                        |   | 21,690  | 
| |                                                                                        | $ | 56,618  | 

Future minimum lease payments under the
  capital leases for subsequent years are as follows: 2007, $21,690; 2008, $19,672;
  2009, $15,241; 2010, $15,806; 2011, $5,899.

F-16

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|13. | Notes payable:                                                         
|--- | -----------------------------------------------------------------------
|    |                                                                        
|    | As of December 31, 2006 notes payable consist of the
        following:

| | Related Parties                                                                           |   |         | 
| | ----------------------------------------------------------------------------------------- | - | ------- | 
| |                                                                                           |   |         | 
| | Note payable, family member of the chief executive
      and chief financial officers;    |   |         | 
| | unsecured; interest at 10%; due January 2006, past due                                    | $ | 51,000  | 
| | Note payable, entity controlled by chief executive
      and chief financial officers;    |   |         | 
| | unsecured; interest at 7%; due January 2008                                               |   | 117,076 | 
| | Note payable, following the acquisition of
      Premier, payable on monthly basis per    |   |         | 
| | excess of monthly cash flow (see Note 4)                                                  |   | 635,921 | 
| |                                                                                           |   |         | 
| |                                                                                           | $ | 803,997 | 
| | Other current                                                                             |   |         | 
| | Note payable; unrelated entity, unsecured; interest at 10%,
      due June 2002, past due | $ | 5,000   | 
| | Note payable; unrelated party, unsecured; interest
      at 10%, due April 2005, past due |   | 50,000  | 
| | Note payable; unrelated party, unsecured; interest at 5%, due
      June 2007             |   | 90,000  | 
| |                                                                                           |   |         | 
| |                                                                                           | $ | 145,000 | 

|14. | Stockholders equity: Preferred stock:                                                                                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Company has 1,000,000,000 shares of no par value
        preferred stock authorized. As of December 31, 2006, none are issued and
        outstanding.                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | Common stock:                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | The Company has 5,000,000,000 shares of no par value
        common stock authorized. As of December 31, 2006, there were 935,955,439
        shares issued and outstanding. In addition, the Company had 51,985,000
        outstanding options and 80,921,250 outstanding warrants.                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | Stock transactions:                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | During the year ended December 31, 2006, the Company
        issued 665,017,369 shares as a result of conversion of convertible notes
        (see Note 11).                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | During the year ended December 31, 2006, the Company
        issued 2,200,000 shares as a result of conversion of $110,000 in short
        term convertible notes.                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | During the year ended December 31, 2006, the Company
        issued 49,258,376 shares for services, valued at $272,983, which was equal
        to the market price on the date of issue.                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | During the year ended December 31, 2006, 29,078,750
        warrants were exercised for $29,079 cash.                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | In February 2006, the Company issued 14,285,714 shares
        valued to $142,857 in connection with the acquisition of Premier Medical
        Group, Inc. (see Note 4).                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | In February 2006, 13,000,000 options were exercised
        for services valued at $78,000.                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | During the year ended December 31, 2005, the Company
        sold an aggregate of 940,000 shares at less than the market value on the
        date of sale, for $94,000 to franchisees and area developers. As the cash
        consideration was less than the market value on the sale dates, the Company
        recorded an expense of $33,500 for the effect of these discounts.
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | During the year ended December 31, 2005, the Company
        issued 2,583,332 shares to investors for total cash consideration of $64,000.                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|    | During the year ended December 31, 2005, the Company
        issued 9,127,721 shares for services, valued at $399,968, which was equal
        to the market price on the date of issue.                                                                                                                                                                                             

F-17

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|14. | Stockholders equity (continued):
      Stock transactions (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | During the year ended December 31, 2005, the Company
        issued 69,400,000 shares as a result of conversion of convertible notes
        (see Note 11).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In March 2005, the Company issued 2,300,000 shares valued
        at $0.22 per share, which was equal to the market price on the date of
        issues, to three management and marketing consultants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In March 2005, the Company issued 6,600,000 shares to
        its chief executive officer. The shares were valued at $990,000 and recorded
        against the accounts payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In March 2005, the Company issued 10,047,666 shares
        to its chief executive officer and its president and chief financial officer
        in connection with the acquisition of Franchise Support Network, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In June 2005, 300,000 options were exercised for services
        valued at $42,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | During the year ended December 31, 2005, the Company
        cancelled the 187,190 shares of preferred stock issued and outstanding
        at December 31, 2004 as there is no known record of such shares. The paid
        up capital of the preferred shares in the amount of $334,906 was transferred
        to common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | Stock Options:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | On October 28, 2004 the Board of Directors adopted the
        2004 Human Resources Incentive Plan (the "Incentive Plan") to provide
        incentive compensation to employees, directors, officers and others. The
        Incentive Plan provides for the granting of up to 1,000,000,000 options
        and shares to our personnel. Generally, stock options granted under the
        Incentive Plan are for a maximum term of ten years and unless otherwise
        provided in the specific award document vest and are exercisable immediately.
        Unless otherwise provided, the options expire within one year after termination
        of service or three months if termination is for cause. The Board of Directors
        administers the Incentive Plan. The Incentive Plan may be amended by the
        directors except where required by the Internal Revenue Code as to any
        increase in the total number of underlying shares and the class of persons
        eligible to receive options or as otherwise required by any applicable
        law or regulation.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Incentive Plan supercedes all previous stock option
        plans and any ad hoc issuance of options. In connection with the adoption
        of the Incentive Plan, the Company converted the options issued to our
        management, area developers, franchisees, employees, consultants and one
        investor, into options subject to the Incentive Plan. The Company cancelled
        any other outstanding options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | During the year ended December 31, 2006, the Company
        granted options to purchase 44,410,000 shares of the Companys common
        stock at an average price of $0.016 per share. The Company valued these
        options based on the Black-Scholes pricing model, resulting in recognition
        of compensation expense of $288,790, of which $25,300 were deferred as
        the options were not vested at December 31, 2006. The Black-Scholes assumptions
        used was: Dividend yield (Nil); expected volatility ranging from 159%
        to 173%; risk free interest rates of 4.5%; and expected term ranging from
        2 months to 5 years.                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | During the year ended December 31, 2006, the Company
        re-priced 7,040,000 options at $0.01 per share to reflect a decline in
        the market price of the Companys common stock, resulting in recognition
        of compensation expense of $58,190.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | During the year ended December 31, 2006, 1,790,000 options
        expired, 5,270,000 options were cancelled and 13,000,000 options were
        exercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | During the year ended December 31, 2005, the Company
        granted options to purchase 5,710,000 shares of the Companys common
        stock at an average price of $0.09 per share to franchisees and area developers.
        The Company valued these options based on the Black-Scholes option-pricing
        model, resulting in recognition of compensation expense of $340,680. The
        Black-Scholes assumptions used was: Dividend yield (Nil); expected volatility
        ranging from 102% to 158%; risk free interest rates ranging from 3.5%
        to 4.5%; and expected term ranging from 3 years to 5 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-18

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|14. | Stockholders equity (continued):
      Stock Options (continued):                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | During the year ended December 31, 2005, 1,810,000 options
        expired, 2,085,000 options were cancelled following the disposition of
        the clinics owned by Southern Health Care, Inc. and termination of employment
        and 300,000 options were exercised.                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | In April 2005, the Company granted options to purchase
        an aggregate of 5,000,000 shares of the Companys common stock at
        $0.18 per share to its chief executive officer, its president and chief
        financial officer and a director of the Company. 4,000,000 shares of the
        5,000,000 were re-priced on November 30, 2005 at $0.006 per share to reflect
        a decline in the market price of the Companys common stock.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | A summary of options activity for the periods ended
        December 31, 2006 and 2005 is as follows:                                                                                                                                                                                                                                                                                                                                                      

| |                   |                 |   |  |   | Weighted average     | 
| | ----------------- | --------------- | - |  | - | -------------------- | 
| |                   | Weighted shares |   |  |   | exercise
      price | 
| |                   |                 |   |  |   |                      | 
| | January 1, 2005   | 22,120,000      |   |  | $ | 0.130                | 
| | Granted           | 10,710,000      |   |  | $ | 0.132                | 
| | Exercised         | (300,000        | ) |  | $ | 0.140                | 
| | Cancelled         | (2,085,000      | ) |  |   | 0.176                | 
| | Expired           | (1,810,000      | ) |  | $ | 0.133                | 
| |                   |                 |   |  |   |                      | 
| | December 31, 2005 | 28,635,000      |   |  | $ | 0.066 *              | 
| |                   |                 |   |  |   |                      | 
| | Granted           | 44,410,000      |   |  | $ | 0.016                | 
| | Exercised         | (13,000,000     | ) |  | $ | 0.006                | 
| | Cancelled         | (5,270,000      | ) |  | $ | 0.098                | 
| | Expired           | (1,790,000      | ) |  | $ | 0.054                | 
| |                   |                 |   |  |   |                      | 
| | December 31, 2006 | 52,985,000      |   |  | $ | 0.020                | 

* After giving effect to the re-pricing
  of 13,000,000 options granted to the chief executive officer and the president
  and chief financial officer.

The following table summarizes information
  about stock options outstanding at December 31, 2006.

| |                |  |             |  |  | Weighted         |  |                |  |  |             |  | Weighted    | 
| | -------------- |  | ----------- |  |  | ---------------- |  | -------------- |  |  | ----------- |  | ----------- | 
| |                |  |             |  |  | average          |  | Weighted       |  |  |             |  | average     | 
| | Range of       |  | Number      |  |  | remaining        |  | average        |  |  | Number      |  | exercisable | 
| | exercise price |  | outstanding |  |  | contractual life |  | exercise price |  |  | exercisable |  | price       | 
| |                |  |             |  |  |                  |  |                |  |  |             |  |             | 
| | $0.005-0.049   |  | 49,560,000  |  |  | 1.7 year         |  | $0.015         |  |  | 44,126,667  |  | $0.017      | 
| | $0.05-0.10     |  | 3,125,000   |  |  | 0.7 year         |  | $0.080         |  |  | 3,125,000   |  | $0.080      | 
| | $0.11-0.20     |  | 300,000     |  |  | 1.2 year         |  | $0.158         |  |  | 300,000     |  | $0.158      | 
| |                |  |             |  |  |                  |  |                |  |  |             |  |             | 
| |                |  | 52,985,000  |  |  |                  |  |                |  |  | 47,551,667  |  |             | 

F-19

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|15. | Related party transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | As of December 31, 2006, included in accounts payable
        and accrued liabilities is $111,243, due to the Companys chief executive
        officer, president and chief financial officer and to a corporation owned
        by them. The payables do not bear interest and have no specific term of
        repayment.                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | On February 15, 2006, the Company issued to its chief
        executive officer and its president and chief financial officer 7,000,000
        shares (3,500,000 each) as payment of $42,000 bonuses that was included
        in accounts payable as at January 1, 2006. The Company also issued 13,000,000
        shares to its chief executive officer and its president and chief financial
        officer (6,500,000 each) valued at $78,000 pursuant the exercise of their
        options for services rendered to the Company.                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company entered into a management agreement with
        its chief executive officer and its president and chief financial officer.
        Under the agreement they are entitled to receive management fees in the
        amount of $240,000 each, per annum a 10% bonus on Premiers net cash
        income and were granted 30,000,000 options (15,000,000 each) exercisable
        at $0.02 per share for five years. During the year, the Company expensed
        $480,000 in salary and $39,152 in bonus.                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company retains the law partnership of its chief
        executive officer and its president and chief financial officer, Britannia
        Law Firm, to serve as its general counsel and special Canadian counsel.
        The Company pays Britannia a monthly retainer of $15,000. During 2006
        and 2005, the Company paid approximately $180,000 each year to Britannia
        for these services.                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | As of December 31, 2005, included in accounts payable
        is $68,721 and $31,498, of which $42,000 was to be paid by the issuance
        of 7,000,000 shares, due to the Companys chief executive officer
        and to the president and chief financial officer and to a corporation
        owned by them, respectively. The payables do not bear interest and have
        no specific term of repayment.                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In April 2005, the Company granted options to its chief
        executive officer, its president and chief financial officer and a former
        director to purchase an aggregate of 5,000,000 shares of the Companys
        common stock at $0.18 per share, which was equal to the market price on
        the agreement date. The options are exercisable through April 2010 and
        vest immediately. 4,000,000 options were re-priced at $0.006 on November
        30, 2005, 1,000,000 options were cancelled when the director resigned
        effective on September 30, 2005.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | On August 15, 2005, the Company entered into a Consulting
        Agreement with the father of its chief executive officer and its president
        and chief financial officer. Under the agreement, the Company issued 2,000,000
        shares as consideration for consulting services valued at $80,000.                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | In August 2004, the chief executive officer of the Company
        returned to the Company for cancellation 9,600,000 shares of common stock.
        These shares were treated as treasury stock available for future issuance.
        In December 2004, the Company reissued 3,000,000 of those shares to the
        chief executive officer. In March 2005, the Company reissued the remaining
        6,600,000 shares.                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16. | Commitments and contingencies:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | On September 23, 2005, the Supreme Court of Alabama
        reversed dismissal of a case originally filed against the Company on January
        8, 2004, in Mobile County, Alabama, by a former employee of a former subsidiary.
        The complaint seeks money damages for breach of an alleged employment
        contract to issue 400,000 shares of common stock to the employee on termination
        and for his inability to exercise 400,000 options. The Company denies
        any liability and continues to vigorously defend this suit.                                      

F-20

---

BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|16. | Commitments and contingencies (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | As of December 31, 2006 the Company owed $199,300 including
        accrued interest at the rate of 9% per annum with respect to a stipulated
        money judgment in favor of a broker-dealer. The judgment was entered in
        Multnomah County, Oregon pursuant to a settlement agreement entered into
        in January 2001. This legal proceeding arose from the alleged failure
        to deliver a stock certificate to the broker- dealer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | During the years ended December 31, 2003 through 2005,
        the Company sold stock for cash. The sales were made in offerings pursuant
        to Section 4(2) of the Securities Act of 1933 and Regulation D there under.
        In connection with the sale of 1,834,047 shares to 16 investors for $184,805
        in cash, the Company does not have reasonable grounds to believe that
        the investors were accredited investors. The investors have not asserted
        any claims or instituted any legal proceedings with respect to the sales;
        the potential loss of $184,805 has not been recorded in the financial
        statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | On April 27, 2006, the Company was served with a complaint
        in an action in the Superior Court of Pima County, Arizona by a health
        insurance company. The complaint seeks to recover the plaintiffs
        alleged over-reimbursement for allegedly false, excessive and medically
        inappropriate diagnostic tests, treble damages and other damages. The
        Company does not know of any tests that were reimbursed by the insurer
        to the Company and is vigorously defending this suit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The Company is a defendant in a civil action by a franchisee
        pending in the United States District Court for the Northern District
        of Texas, filed on December 20, 2006. The franchisee seeks a declaratory
        judgment to terminate his franchise agreement and damages for fraud, breach
        of contract, failure to disclose franchise requirements and deceptive
        trade practices, exemplary damages and attorneys fees. The Company
        does not know of any false or misleading statement to the franchisee or
        breach of contract and is vigorously defending this suit and is pursuing
        its claim against the franchisee for breach of the franchisee agreements
        and any unpaid franchise fees. The Company is seeking to compel arbitration
        pursuant to the terms of a franchise agreement with the franchisee.
      A franchise development consultant claims that CUSA owes
        approximately $270,000 in fees. There are no legal proceedings pending
        in connection with this dispute. The Company believes that the franchise
        development consultant breached its agreement by failing to render various
        services and failing to perform certain duties. Accordingly, the Company
        has reversed an amount payable by approximately $260,000 relating to consulting
        fees to the franchise development consultant during the period.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|17. | Fair value of financial instruments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The fair value of a financial instrument is the current
        amount that would be exchanged between willing parties, other than in
        a forced liquidation. Fair value is best determined based upon quoted
        market prices. However, in many instances, there are no quoted market
        prices for the Companys various financial instruments. In cases
        where quoted market prices are not available, fair values are based on
        estimates using present value or other valuation techniques. Those techniques
        are significantly affected by the assumptions used, including the discount
        rate and estimates of future cash flows. Accordingly, the fair value estimates
        may not be realized in an immediate settlement of the instrument. Accordingly,
        the aggregate fair value amounts presented may not necessarily represent
        the underlying fair value of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The fair value of cash and cash equivalents, accounts
        receivable, accounts payable, notes payable and notes payable to related
        parties approximate their carrying amounts because of the short maturities
        of these instruments. The fair value of the note receivable approximates
        its carrying value because the interest rate is in the range of actual
        interest rate. The fair value of the convertible note is impractical to
        estimate because of their conversion characteristics and high volatility
        of the Company stocks. Notes payable to non-related parties are impractical
        to approximate because of their past due status.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-21

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|18. | Segment information:                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Company operates in two business segments: franchising
        chiropractic clinics and diagnostic testing. The accounting policies of
        the segments are the same as those described in the summary of significant
        accounting policies (See Note 2). Both segments operate throughout the
        United States. The Company evaluates performance based on operating earnings
        of the respective business units.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | As of and during the years ended December 31, 2006 and
        2005, the segment results are as follows:                                                                                                                                                                                                                                                                                                                                   

| |                                         |   | 2006         |  
| | --------------------------------------- | - | ------------ | -
| |                                         |   |              |  
| |                                         |   | Chiropractic |  
| |                                         |   | franchising  |  
| |                                         |   |              |  
| | Revenues                                | $ | 779,288      |  
| | Internal income (expenses)              |   | (900,000     | )
| | Segment operating income (loss)         |   | 467,729      |  
| | Total assets                            |   | 861,263      |  
| | Amortization of assets                  |   | -            |  
| | Non-cash stock compensation             |   | 132,961      |  
| | Amortization of deferred compensation   |   | -            |  
| | Interest expense                        |   | 5,500        |  
| | Amortization of beneficial conversion   |   | -            |  
| |                                         |   |              |  
| |                                         |   | 2005         |  
| |                                         |   |              |  
| |                                         |   | Chiropractic |  
| |                                         |   | franchising  |  
| |                                         |   |              |  
| | Revenues                                | $ | 872,262      |  
| | Internal income (expenses)              |   | (900,000     | )
| | Segment operating income (loss)         |   | (354,364     | )
| | Total assets                            |   | 891,091      |  
| | Depreciation and amortization of assets |   | -            |  
| | Non-cash stock compensation             |   | 651,018      |  
| | Amortization of deferred compensation   |   | -            |  
| | Interest expense                        |   | 5,314        |  
| | Amortization of beneficial conversion   |   | -            |  
| | Loss on debt settlement                 |   | -            |  

|19. | Subsequent events:                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                     
|    | After December 31, 2006, the Company issued 54,530,000
        shares upon the conversion of $61,322 in 2004 note, principal and interest
        and 1,175,409,500 shares upon conversion of $847,699 in 2006 note, principal
        and interest.

F-22

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BANYAN CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2006 AND 2005(Expressed in US Dollars)

|19. | Subsequent events (continued):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | After December 31, 2006, the Company entered into three
        Securities Purchase Agreements. Under those agreements, the Company agreed
        to sell a total of $1,050,000 in callable secured convertible notes due
        between January 19, 2010 and April 10, 2010 with 8% annual interest payable
        quarterly. The notes are convertible into shares of the Companys
        common stock at the holders option. The conversion price will be
        equal to the lesser of $0.0057 and the average of the lowest three intra-day
        trading prices during the twenty trading days prior to the conversion
        date discounted by 50%. Lenders received 40,000,000 warrants to purchase
        one share of the Companys common stock per warrant. Warrants have
        a seven-year term from the date of issuance with an exercise price of
        $0.001 per share. Warrants are issued as notes are sold. The receipt of
        the advances will result in an estimated beneficial conversion in the
        amount of $986,573 and warrants value in the amount of $63,427, which
        will be added to the unamortized discount and amortized over the three-year
        period term of the notes as interest expense.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | On March 7, 2007, the Company entered into an asset
        purchase agreement with Medical Resources, Inc. to acquire a customer
        list. The purchase price for the asset is $440,000, which is payable $1,000
        at the date of the agreement and the balance on monthly basis at 30% of
        gross collections of revenue generated from the customer list in the prior
        month. In the event the purchase price has not been paid in full on the
        10thanniversary, the shortfall must be paid in 3 equal annual
        installments, without interest, on the 11th, 12thand
        13thanniversaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | On March 30, 2007, the Company issued 111,666,667 shares
        for services, valued at $134,000, which was equal to the market price
        on the date of issue.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|20. | Comparative figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Certain of the prior years comparative figures
        have been reclassified to conform to the current years presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-23

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Item 8. Changes In and Disagreements with Accountants
  on Accounting and Financial Disclosure.

Not
  applicable.

Item 8A. Controls and Procedures.

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

Form
  8-K/A relating to the Company’s acquisition of a significant subsidiary,
  Premier Medical Group, Inc. effective February 10, 2006 was not filed on time
  because the report of the independent registered public accounting firm on the
  financial statements of this subsidiary for the fiscal years ended 2004 and
  2005 was not finalized within the prescribed period. Since the financial statements
  of the subsidiary were not previously audited, delays were experienced in accumulating
  and communicating information to the satisfaction of the subsidiary’s
  accounting firm. The Company addressed this issue, along with audit fees that
  are due for the work, and has filed the Form 8-K/A.

The
  Company has identified certain material weakness in the systems of internal
  controls as it relates to its subsidiary, Premier Medical Group, Inc. The Company
  is currently addressing those weaknesses and expects to implement changes in
  the second quarter of 2007 that are designed to strengthen the accounting and
  reporting controls.

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

-11-

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PART III

Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.

Directors and Executive Officers; Corporate
Governance

Name
    Age
    PositionsMichael J. Gelmon
    43
    Chief Executive Officer and
      DirectorCory H. Gelmon
    47
    President, Chief Financial
      Officer, Director


Our
  Board of Directors is comprised of three directors of one class. Each director
  is elected to hold office until the next annual meeting of shareholders and
  until his successor has been elected and qualified. Presently there is a vacancy
  on the Board of Directors. The Board of Directors intends to appoint a nominee
  for director to fill this vacancy as soon as possible. We have been unable to
  identify a nominee or appointee for this vacancy since it arose given concerns
  about our financial condition and pending litigation. Marshall F. Wilmot resigned
  as chief operating officer on February 1, 2007 effective February 28, 2007.

Officers
are elected annually by the Board of Directors and hold office until successors
are duly elected and qualified.

Michael
J. Gelmon and Cory H. Gelmon are brothers.

The
following is a brief account of the business experience of each director and
executive officer.

Michael
J. Gelmon.Mr. Gelmon is an experienced franchising entrepreneur and
executive as well as a real estate lawyer. He has been our Chief Executive
Officer and a director since 2001. From 1993 through 1997, Mr. Gelmon was a
founding shareholder, director, as well as head of acquisitions and real estate
for Domino's Pizza of Canada Ltd., the Domino's Pizza master franchisor in
Canada. He was an integral part of the team that was responsible for growing the
Domino's Pizza chain to 200 stores throughout Canada. Since 1999 Mr. Gelmon has
also practiced law with his brother in a law partnership, Britannia Law Firm.
Mr. Gelmon received his Bachelor of Laws with honors from the University of
London in 1988 and a Bachelor of Arts from the University of Calgary in
1988.

Cory
H. Gelmon. During Cory H. Gelmons long career in franchising, he has been
an owner, promoter, executive and a franchise lawyer. Mr. Gelmon has been our
president and chief financial officer since 2001. Since 1999 Mr. Gelmon has also
practiced law with his brother in a law partnership, Britannia Law Firm. From
1993 until 1997, he was chief operating officer and general counsel of Dominos
Pizza of Canada Ltd. Mr. Gelmon was largely responsible for growing the Domino's
Pizza chain to 200 stores throughout Canada. He received his Bachelor of Laws
with honors from the University of London in 1987 and a Bachelor of Arts from
the University of Calgary in 1984.

Committees of the Board of Directors

Audit
Committee.We have no audit committee of the Board of Directors. We believe
that the better practice is to form an Audit Committee. During 2004, we adopted
an Audit Committee Charter that provides for an audit committee consisting of
three or more directors, each of whom shall satisfy the independence, financial
literacy and experience requirements of Section 10A of the Exchange Act and any
other regulatory requirements. We need to expand our Board of Directors and make
appropriate compensation arrangements with them. As of the

-12-

---

date hereof we have not identified potential candidates. We are
exempt from the Securities and Exchange Commission requirements for a separate
audit committee.

No
Compensation Committee.We have no compensation committee of the Board of
Directors. The entire board acts as our compensation committee. Transactions
between the Gelmons, members of their immediate families and the entities they
own and control and us are not conducted at arm's-length. These include their
compensation arrangements set forth in Item 10. Executive Compensation
and the transactions set forth in Item 12. Certain Relationships and Related
Transactions below. The Gelmons without any independent authorization,
review or oversight set the terms of these arrangements and transactions. There
can be no assurance that the terms thereof are comparable to those that would be
negotiated at arm's-length or otherwise fair and reasonable, despite the good
faith belief of the Gelmons that they are.

Meetings of Directors

There
were no formal meetings of the Board of Directors and no formal meeting of
committees thereof in 2006. The board acted by unanimous consent nine times in
2006. We have adopted a policy that all directors must attend the annual meeting
of directors following the shareholders meeting and two-thirds of all other
meetings of directors.

Codes of Ethics

During
2004, we adopted a Code of Business Conduct and Ethics that addresses, among
other things, conflicts of interest, corporate opportunities, confidentiality,
fair dealing, protection and use of company assets, compliance with laws
(including insider trading laws), and reporting of unethical behavior. The Code
of Business Conduct and Ethics is applicable to our directors, officers and all
employees.

In
addition, we have adopted a Finance Code of Ethics that requires honest and
ethical business conduct, full, accurate and timely financial disclosures,
compliance with all laws, rules and regulations governing our business, and
prompt internal reporting of any violations of the code. The Finance Code of
Ethics is applicable to our Chief Executive Officer, Chief Financial Officer,
Controller (there is no Controller at this time) and all finance employees. We
intend to satisfy the disclosure requirements under Item 10 of Form 8-K
regarding any amendment to or waiver of the Code of Ethics with respect to our
Chief Executive Officer, Chief Financial Officer, Controller, and persons
performing similar functions, by posting such information on our website.

Compliance with Section 16(a) of the Exchange
Act

Our
directors and executive officers failed to file on a timely basis reports
required by Section 16(a), including Forms 3, 4 and 5 during the three most
recent fiscal years and the year to date. With respect to Michael J. Gelmon
there were twelve late reports covering fourteen transactions that were not
reported on a timely basis. With respect to Cory H. Gelmon, there werethirteenlate reports covering fourteen transactions that were not
reported on a timely basis. With respect to Richard J. Doran, there were two
late reports covering two transactions that were not reported on a timely basis.
With respect to Marshall Wilmot, there were three late reports covering two
transactions that were not reported on a timely basis. As of the date hereof,
all reports required by Section 16(a) have been filed and are available on our
web site www.chiropracticusa.net.

Item 10. Executive Compensation.

**Summary Compensation Table**

The
following table sets forth certain information about the compensation paid to
management during the 2005 through 2006 fiscal years:

-13-

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**Annual Compensation**
      **Long Term Compensation**Name and principal position
      Year
      Salary ($)
      Other annual compensation
        ($)
      Awards
      Payouts
      All other compensation ($)Restrictedstock award(s)($)
      **Securities** underlying
        **options/SAR** (#)
      LTIP payouts ($)Michael Gelmon 
        Chief Executive 
        Officer and 
        Director
      2005 
        2006
      $210,000 
        $240,000
      $21,000 
        $19,576
      
      2,000,000 
        15,000,000Cory Gelmon 
        President, Chief 
        Financial Officer, 
        Secretary and 
        Director
      2005 
        2006
      $210,000 
        $240,000
      $21,000 
        $19,576
      
      2,000,000 
        15,000,000Marshall Wilmot, 
        former Chief Operating 
        Officer
      2005 
        2006
      $-0- 
        $111,000
      $-0- 
        $19,576
      
      -0- 
        5,000,000 ***Consists
    of performance bonuses described in*Employment and Other Compensation-Related
    Agreements with Management.*


***Employment and Other Compensation-Related Agreements
  with Management***

Our
Management Agreements with the Gelmons, as amended, provide for payment of
compensation of $240,000 per year, and a yearly bonus of ten percent of (net)
operating income before income taxes, other expenses (including any management
fees) and extraordinary items, of our diagnostic testing business segment as set
forth in our audited financial statements. The Management Agreements expire on
December 31, 2010.

Mr.
Wilmot resigned as Chief Operating Officer effective February 28, 2007. Our
compensation agreement with Mr. Wilmot for 2006 provided for a salary of
$120,000 per year, and a yearly bonus of ten percent of (net) operating income
before income taxes, other expenses (including any management fees) and
extraordinary items, of our diagnostic testing business segment as set forth in
our audited financial statements. For his services, we also issued 1,000,000
shares of stock and granted 5,000,000 options exercisable at $.006 per share for
five years. We have a consulting agreement with Mr. Wilmot to continue his
services. See Certain Relationships and Related Transactions  Consulting
Agreements.

We
retained the Gelmons law partnership, the Britannia Law Firm, to serve as our
general counsel and special Canadian counsel particularly in the areas of
franchising, mergers and acquisitions, Canadian corporate law, real estate law,
and other matters. The Company pays the Britannia Law Firm a monthly retainer of
$15,000. Total retainer payments to the Brittania Law Firm were $180,000in 2006.

-14-

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On
February 15, 2006, Cory Gelmon and Michael Gelmon waived their annual bonuses
payable with respect to our diagnostic testing business segment for 2005 in
exchange for 3,500,000 shares of common stock each for a value of $21,000.

Equity Compensation Plan Information

On
October 28, 2004 the Board of Directors adopted the 2004 Human Resources
Incentive Plan (the "Incentive Plan") to provide incentive compensation to
employees, directors, officers and others who serve us. The Incentive Plan
provides for the granting of up to 1,000,000,000 options and shares to our
personnel. Generally, stock options granted under the Incentive Plan are for a
maximum term of ten years and unless otherwise provided in the specific award
document vest and are exercisable immediately. Unless otherwise provided, the
options expire within one year after termination of service or three months if
termination is for cause. The Board of Directors administers the Incentive Plan.
The Incentive Plan may be amended by the directors except where required by the
Internal Revenue Code as to any increase in the total number of underlying
shares and the class of persons eligible to receive options, or as otherwise
required by any applicable law or regulation.

The
Incentive Plan supercedes all of our previous stock option plans and any ad hoc
issuance of options. In connection with the adoption of the Incentive Plan, we
converted the options issued to our management (including 9,000,000 options
issued to the Gelmons), area developers, franchisees, employees, consultants and
one investor, into options subject to the Incentive Plan. We cancelled any other
outstanding options. As of the date hereof, 52,985,000options have been
granted. An aggregate of 44,410,000 options were granted in 2006.

Option Grants to Management in 2006

Option
grants to management during 2006 were as follows:

Name
    Securities Underlying
      Options/SARs Granted (#)
    Percent of Total Granted to
      Employees In Options/SARs Fiscal Year
    Exercise or Base
      Price (S/Sh)
    Expiration DateMichael Gelmon, Chief Executive Officer and
      Director
    15,000,000
    33.8%
    $0.006
    2/15/11Cory Gelmon, President, Chief Financial Officer,
      Secretary and Director
    15,000,000
    33.8%
    $0.006
    2/15/11Marshall F. Wilmot former Chief Operating Officer
    5,000,000
    11.3%
    $0.006
    2/15/11(2)


*
  Represents all options granted to individuals during 2006 as a percentage of
  all options granted to employees during 2006.

-15-

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Option Exercises and Year-End Values

The
following table sets forth certain values with respect to stock options held by
management at the end of 2006:

Name
    Share Acquired on
      Exercise (#)
    Value Realized
    Number of Securities
      Underlying Unexercised Options/SARs at
      FY-end (#) Exercisable/ Unexercisable
    Value of Unexercised
      In-the-Money Options/SARs at FY-end (S)
      Exercisable/ UnexercisableMichael Gelmon, Chief Executive Officer and
      Director
    6,500,000
    $39,000
    15,000,000 / 0
    $75,000/ 0Cory Gelmon, President, Chief Financial Officer,
      Secretary and Director
    6,500,000
    $39,000
    15,000,000 / 0
    $75,000 / 0Marshall Wilmot, former Chief Operating Officer
      and Director
    -0-
    -0-
    1,666,666 / 3,333,333
    $10,000/ $20,000


Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

The
following table sets forth information, as of March 31, 2007, with respect to
the beneficial ownership of our common stock by each person known to be the
beneficial owner of more than five percent of the outstanding common stock, and
by our two directors and executive officers, individually and as a group.

Name and Address
    Numbers of Shares Beneficially
      Owned
    %Cory H. Gelmon 3019 Roxboro Glen Road S.W. Calgary,
      Alberta, Canada T2S 1T9
    40,187,230(1)
      1.8%Michael J. Gelmon
    39,623,333(2)
      1.8%


-16-

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8 Fishermans Point Elbow Valley Rocky View MD No
      44 Calgary, Alberta, Canada T3Z 1B1Directors and Executive Officers as a group (2 persons)
    79,810,563(3)
      3.6%


| | (1) | Includes 15,000,000 immediately exercisable options, 25,123,333
        shares pledged as security for a loan, and 63,897 shares owned by members
        of his immediate family. (See Executive CompensationandCertain
        Relationshipsand Related Transactions  Securities Purchase
        Agreements).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                  
| | (2) | Includes 15,000,000 immediately exercisable options and
      24,623,333 shares pledged as security for a loan (see Executive
      Compensationand Certain Relationships and Related Transactions 
      Securities Purchase Agreements).                                                                      
| |     |                                                                                                                                                                                                                                                                                                                  
| | (3) | Includes 30,000,000 immediately exercisable
    options.                                                                                                                                                                                                                                                         

Item 12. Certain Relationships and Related Transactions.

Chiropractic USA and Franchise Support Network
Acquisitions

On
May 7, 2001, we acquired certain intellectual property, goodwill and other
nonmonetary assets from the Gelmons.

We
purchased the Chiropractic USA development plan for our present business, the
franchising of chiropractic clinics under the name Chiropractic USA from the
Gelmons for 2,000,000 shares of common stock, 1,000,000 shares each. The shares
were valued at the market price of $.03 per share on that date, an aggregate of
$60,000. The $60,000 purchase price was allocated to goodwill.

We
also purchased all of the issued and outstanding shares of Franchise Support
Network, Inc. (FSN) from the Gelmons, its shareholders, in exchange for
34,047,666 shares. The assets of FSN were recorded on our balance sheet at $-0-,
the Gelmons historical cost basis, in accordance with accounting rules that
apply to transfers of nonmonetary assets from promoters and controlling
shareholders. FSN had no assets as of the acquisition date, had not commenced
operations and expenses since inception were not material. FSN is intended as a
vehicle for acquiring, operating and selling franchises in various businesses.

On
November 1, 2002, we issued to the Gelmons 24,000,000 shares for the purchase,
12,000,000 shares each. On April 9, 2003, the Gelmons on behalf of Banyan paid
4,800,000 shares, 2,400,000 each, to two former directors of Banyan. On March
18, 2005, we issued to the Gelmons the balance of 10,047,666 shares, 5,023,333
each, and the Gelmons on behalf of Banyan, paid 2,000,000 shares, 1,000,000
each, to the two former directors.

In
addition, we entered into management agreements with the Gelmons. Prior to these
acquisitions, we engaged unsuccessfully, under different management, in various
Internet commerce businesses and the manufacture and sale of computer cases. The
purpose of these acquisitions and the benefit to our shareholders was to enable
us to enter into our present business using the Gelmons proprietary concepts
and know-how, to acquire the brand name

-17-

---

Chiropractic USA, to acquire a vehicle for other franchising
business, and to engage the Gelmons as management. Another purpose was that the
Gelmons acquired control of the Company through their management positions and
the stock ownership they attained. The number of shares we paid the Gelmons in
the acquisitions and the allocation thereof to the development plan and for the
shares of FSN were arbitrarily determined to facilitate the acquisition and do
not reflect the actual cost of the assets acquired from the Gelmons or the value
of the assets to us for financial reporting purposes.

Acquisition of Corporate Clinics

In
September 2001, the Company entered into an agreement with Advanced Health
Center, Inc. (Advanced) to purchase three chiropractic clinics and their
operating assets for $1,150,000. The purpose of this transaction and the benefit
to our shareholders was to enable us to own and operate clinics where we
developed and demonstrated our franchise operating system and practices and
showcased the Chiropractic USA brand.

In
  June 2002, the agreement was restructured at the request of the Merrill Lynch
  Business Financial Services, Inc. (“MLBFS”), the lender for the
  acquisition. MLBFS based approval of the loan on the business experience and
  personal credit of the Gelmons and strength of the business and assets to be
  acquired. There would have been substantial complications, delays and other
  problems involved in approving a loan to us, a small-cap public corporation
  with a negative operating history. To accommodate the restructuring, the Gelmons
  formed a new corporation, Southern Health Care, Inc (“Southern”),
  wholly owned by them to act as a holding company for the business acquired from
  Advanced. We assigned our right to acquire the clinics to Southern in exchange
  for a management agreement and franchise agreements. The effects of these agreements
  were that Southern was treated as our consolidated subsidiary in which we have
  all of the financial interest and that the Gelmons have no direct pecuniary
  interest in Southern. In connection with our sale of the clinics to LSI Group,
  Inc. effective December 31, 2004, the agreements with Southern were terminated.
  Southern was dissolved during 2006.

On
July 29, 2002, Southern completed the acquisition of Advanced. Southern acquired
accounts receivable of $973,469 and furniture, fixtures and equipment of
$176,531. In exchange, Southern paid the owner of Advanced, Dr. Dennis Gregory,
$900,000 cash, and we issued Dr. Gregory $200,000 in promissory notes due April
30, 2005 with interest at 10% (of which $150,000 has been paid) and 277,778
shares of common stock valued at $50,000 ($.18 per share, the market price on
the agreement date). Dr. Gregory is not affiliated with the Company other than
through ownership of the shares issued in the acquisition.

MLBFS
provided Southern with the cash used in the acquisition under a term loan and
related installment note due July 31, 2005 in the original principal amount
$1,000,000 with interest at 1.4% above the prime rate. On November 16, 2004, we
prepaid the entire balance of $584,930 on the installment note.

In
connection with the agreement to purchase Advanced, we issued an aggregate of
2,300,000 shares of common stock, valued at $345,000 ($.15 per share) to eight
individuals for giving their personal guarantees of the term loan and
installment note and as loan fees. The purpose and benefit to our shareholders
of the personal guarantees was to provide MLBFS with additional recourse as an
inducement to make the loan to Southern. The purpose and benefit to our
shareholders from the issuance of the shares was to compensate the individuals
for guaranteeing the loan as required by MLBFS. Included in the eight
individuals were the Gelmons, who each received 600,000 shares as guarantors and
for their agreement to indemnify the other guarantors of the loan. Richard J.
Doran Jr., a former director, received 150,000 shares for his guarantee of the
loan.

Loans

Management
and members of their immediate families have loaned us funds to pay our debts
from time to time.

During
2001, Eva Gelmon, the mother of the Gelmons, loaned us $37,500. The note is not
secured and bears simple interest at 10% per annum. The note was due January 1,
2006. As of December 31, 2006, we owed Eva Gelmon $75,885 pursuant to this
note.

-18-

---

From
  and after 2002, 860538 Alberta Ltd., which is owned and controlled by the Gelmons,
  loaned us funds. On November 16, 2004, we paid $52,451 against this debt to
  860538 Alberta Ltd. As of December 31, 2004, the principal and interest due
  was $69,050, which was repaid on February 22, 2005. On December 1, 2004, we
  issued a promissory note due January 1, 2006 with interest at 7% per annum to
  evidence our indebtedness to 860538 Alberta Ltd. for our obligations for prior
  and possible additional advances up to a maximum aggregate of $100,000. Previously
  the interest rate on the loan from 860538 Alberta Ltd. was 10%. As of December
  31, 2005, we owed 860538 Alberta Ltd. $58,872 pursuant to this note. As of January
  1, 2006, we issued a new advance promissory note to refinance and evidence our
  indebtedness to 860538 Alberta Ltd. for our obligations for prior and possible
  additional advances of up to $200,000 from 860538 Alberta Ltd. The note bears
  interest at 7% and is due December 31, 2007. As of the date hereof, we owed
  $127,378 pursuant to this note.

Contribution of Shares

On
August 25, 2004, Michael J. Gelmon returned 9,600,000 shares to us for
cancellation. He made the contribution to reduce the number of shares issued and
outstanding. The benefit to the shareholders was to make 9,600,000 shares
available to us to meet our obligations to issue shares we sold to certain
investors for cash and agreed to pay for services provided to us. As repayment,
we issued to Mr. Gelmon 3,000,000 shares on December 3, 2004 and 6,600,000
shares on March 18, 2005.

Consulting Agreements

On
August 15, 2005 the Company entered into a Consulting Agreement with Alvin
Gelmon, the father of the Companys Chairman of the Board and Chief Executive
Officer and of its President and Chief Financial Officer, to consult with
Chiropractic USA. The Company issued him 2,000,000 shares valued at $80,000 as
consideration for services rendered and to be rendered.

On
February 1, 2007, Marshall F. Wilmot submitted his resignation as director and
chief operating officer effective February 28, 2007 to start a new consulting
company, Willowbrook Consulting, Ltd., an Alberta corporation located in
Calgary. Effective March 1, 2007, we hired Willowbrook for two years at a
monthly fee of $10,000 and an annual bonus of 10% of pre tax earnings of our
diagnostic imaging business segment. Willowbrook will provide us with
operational assistance and strategic planning services. Prior to joining us as
director and chief operating officer, Mr. Wilmot held several key positions
rising to Vice President - Marketing with Forzani Group, Ltd., a publicly traded
company based in Calgary, Alberta. Forzani Group is Canadas largest sporting
goods retailer with more than 500 corporate and franchised locations.

Premier Acquisition

On
  February 10, 2006, we completed the acquisition of Premier Health Services LLC
  and the other constituent entities of its diagnostic testing business pursuant
  to a Stock Purchase Agreement with Dr. Goldstein. Under the agreement, we paid
  Dr. Goldstein $2,000,000 in cash at closing plus 14,285,714 shares of our common
  stock that, at that time, resulted in Dr. Goldstein owning more than five percent
  of our outstanding stock. We also agreed to pay Dr. Goldstein an additional
  $100,000 and an amount equal to the pre-closing accounts receivable that are
  actually collected, once Premier’s cash flow permits these additional
  payments to be made. As of December 31, 2006, we had paid an additional $1,253,460
  to Mr. Goldstein with respect to pre-closing accounts receivable that were collected,
  and owed an additional $635,921 with respect to these accounts receivable.

Dr.
Goldstein entered a new one-year employment agreement with Premier effective
February 10, 2006. Under this agreement, Dr. Goldstein continues to market,
develop and supervise our diagnostic testing business. The agreement was amended
after it was entered in to, so that Dr. Goldstein will earn an annual salary of
$240,000 and a yearly bonus of ten percent of (net) operating income before
income taxes of our diagnostic testing business or the highest bonus paid to
management, whichever is less. During 2006, Dr. Goldstein was paid a salary of
$204,616, and earned a bonus of $19,576. For as long as Dr. Goldstein continues
to hold shares received in the transaction that are subject to restriction,
Michael J. Gelmon, our Chief Executive Officer, and Cory H. Gelmon, our

-19-

---

Chief Financial Officer and President, have agreed that if
there is an offer to purchase any of their stock in Banyan, Dr. Goldstein has
the right to sell his shares on the same terms and conditions as the
Gelmons.

Securities Purchase Agreements

2006-2007 Securities Purchase Agreement

Effective
  November 15, 2006, we entered into a series of Securities Purchase Agreements
  (hereinafter collectively referred to as the “2006-2007 Securities Purchase
  Agreement”) with AJW Partners, Inc., AJW Offshore, Ltd., AJW Qualified
  Partners, LLC, and New Millennium Capital Partners II, LLC (hereinafter collectively
  referred to as the "Investors") and ancillary agreements. Under the
  2006-2007 Securities Purchase Agreement, we agreed each month to sell the Investors
  Callable Secured Convertible Notes (the "2006-2007 Convertible Notes")
  in varying amounts as necessary. The 2006-2007 Convertible Notes are due in
  three years and bear interest at 8% annual interest payable quarterly. The Investors
  may convert the 2006-2007 Convertible Notes into shares at the lower of $.0057
  per share or 50% of the three lowest intraday trading prices during the twenty
  trading days prior to conversion.

The
  Investors have purchased $1,710,000 of the 2006-2007 Convertible Notes. We also
  issued to the Investors for no additional cash consideration Stock Purchase
  Warrants (the "2006-2007 Warrants") to purchase an aggregate of 42,000,000
  shares at $.001 per share. The 2006-2007 Warrants expire seven years from the
  date issued, except for 10,000,000 that expire in five years.

$250,000
of the proceeds was used to make a settlement payment to resolve certain
litigation. The balance of $1,460,000 was used for accrued salaries, working
capital and expenses.

Based
  on the conversion price of $.0004 on April 3, 2006 the 2006-2007 Convertible
  Notes can be converted into a minimum of 4,275,000,000 shares. Additional shares
  may be issued if accrued interest is converted. Management believes that the
  actual conversion price may be lower and more than the minimum number of shares
  that may be issued when the Convertible Notes are converted.

2006 Securities Purchase Agreement

Effective
  February 8, 2006, we entered into a Securities Purchase Agreement (the “2006
  Securities Purchase Agreement”) with the Investors and ancillary agreements.
  Under the 2006 Securities Purchase Agreement, we sold the Investors a total
  of $3,000,000 in Callable Secured Convertible Notes (the "2006 Convertible
  Notes") due February 8, 2009 with 8% annual interest payable quarterly.
  The Investors may convert the 2006 Convertible Notes into shares at the lower
  of $.005 per share or 50% of the three lowest intraday trading prices during
  the twenty trading days prior to conversion. We issued the Investors for no
  additional cash consideration Stock Purchase Warrants (the "2006 Warrants")
  to purchase an aggregate of 95,000,000 shares at $.001 per share. The 2006 Warrants
  expire five years from the date issued.

$2,000,000
of the proceeds from the 2006 Convertible Notes was used for the acquisition of
diagnostic imaging businesses. The balance of $1,000,000 was used for working
capital and expenses.

As
of March 31, 2007, the Investors have converted $881,537 of the 2006 Convertible
Notes into 1,161,229,500 shares, an average of $.0007 per share. Based on the
conversion price of $.0004 on April 3, 2007 the remaining principal amount of
2006 Convertible Notes can be converted into a minimum of 3,000,000,000 shares.
Additional shares may be issued if accrued interest is converted. Management
believes that the actual conversion price may be lower and more than the minimum
number of shares may be issued when the Convertible Notes are converted.

2004 Securities Purchase Agreement

Effective
  November 8, 2004, we entered into a Securities Purchase Agreement (the “2004
  Securities Purchase Agreement”) with the Investors and ancillary agreements.
  Under the 2004 Securities Purchase Agreement, we sold the Investors a total
  of $3,000,000 in Callable Secured Convertible Notes (the "2004 Convertible
  Notes") due beginning November 8, 2006 with 10% annual interest payable
  quarterly, the first four months interest to be prepaid from proceeds of the
  Convertible Notes. The due date for the 2004 Convertible Notes that remain outstanding
  has been extended through December 31, 2008. The Investors may convert the Convertible
  Notes into shares at the lower of $.22 per share or 50% of the three lowest
  intraday trading prices during the twenty trading days prior to conversion.

-20-

---

We
  agreed to issue to the Investors for no additional cash consideration 3,000,000
  Stock Purchase Warrants (the "2004 Warrants") to purchase one share at $.40
  per share for each one dollar of Convertible Notes purchased by the Investors.
  The 2004 Warrants expire five years from the date issued.

To
date, the Investors have converted $1,817,619 of the 2004 Convertible Notes into
788,947,369 shares, an average of $.0023 per share. Based on the conversion
price of $.0004 on April 3, 2007 the remaining principal amount of 2004
Convertible Notes can be converted into a minimum of 3,000,000 shares.
Additional shares may be issued if accrued interest is converted. Management
believes that the actual conversion price may be lower and more than the minimum
number of shares may be issued when the Convertible Notes are converted.

The
proceeds from the Convertible Notes were used to prepay the balance of $584,930
on a term loan and related installment note due July 31, 2005 in the original
principal amount of $1,000,000 that was personally guaranteed by the Gelmons and
others and $69,000 was used to repay a loan from 860532 Alberta Ltd. that is
owned by the Gelmons. We also used the proceeds to repay principal and interest
on other outstanding notes and accounts payable, fees, and business development
purposes, including $700,000 to enter the diagnostic imaging business.

Common Provisions of the 2004, 2006 and 2006-2007
Transaction Agreements

The
  Investors will be entitled to exercise the Warrants on a cashless basis if the
  shares of common stock underlying the Warrants are not then registered pursuant
  to an effective registration statement. In the event that an Investor exercises
  the Warrants on a cashless basis, then we will not receive any proceeds. In
  addition, the exercise price of the Warrants will be adjusted in the event we
  issue common stock at a price below market, with the exception of any securities
  issued as of the date of the Warrant or issued in connection with the Convertible
  Notes issued pursuant to the Securities Purchase Agreement. Upon the issuance
  of shares of common stock below the market price, the exercise price of the
  Warrants will be reduced accordingly. The market price is determined by averaging
  the last reported sale prices for our shares of common stock for the five trading
  days immediately preceding such issuance as set forth on our principal trading
  market. The exercise price shall be determined by multiplying the exercise price
  in effect immediately prior to the dilutive issuance by a fraction. The numerator
  of the fraction is equal to the sum of the number of shares outstanding immediately
  prior to the offering plus the quotient of the amount of consideration received
  by us in connection with the issuance divided by the market price in effect
  immediately prior to the issuance. The denominator of such issuance shall be
  equal to the number of shares outstanding after the dilutive issuance.

In
addition, the conversion price of the Convertible Notes and the exercise price
of the Warrants will be adjusted in the event that we issue common stock at a
price below the fixed conversion price, below market price, with the exception
of any securities issued in connection with the Securities Purchase Agreement.
The conversion price of the Convertible Notes and the exercise price of the
Warrants may be adjusted in certain circumstances such as if we pay a stock
dividend, subdivide or combine outstanding shares of common stock into a greater
or lesser number of shares, or take such other actions as would otherwise result
in dilution of the Investors positions.

Payment
of the Convertible Notes is secured by all of our assets pursuant to a Security
Agreement and an Intellectual Property Security Agreement.

Pursuant
to a Registration Rights Agreement we agreed to file a registration statement to
register on request by the Investors the shares underlying the Notes and
Warrants. We have registered a total of 2,090,000,000 shares in accordance with
the Registration Rights Agreement, and intend to register additional shares as
soon as practicable. All the shares that were registered have been issued.

-21-

---

Michael
  Gelmon, our Chief Executive Officer, and Cory Gelmon, our President and Chief
  Operating Officer, each entered into a Guaranty and Pledge Agreement to provide
  additional security for our performance of the Transaction Agreements. Cory
  Gelmon pledged to the Investors 25,123,333 shares he owns of record. Michael
  Gelmon pledged to the Investors 24,623,333 shares he owns of record.

We
will be subject to the payment of certain penalties and damages in the event we
do not satisfy our obligations under the Transaction Agreements including those
with respect to registration of the shares underlying the Convertible Notes and
Warrants.

Item 13. Exhibits.

|No.   | Description                                                                                                                                                  
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                              
|3.1   | Restated Articles of Incorporation with Amendments (1)                                                                                                       
|      |                                                                                                                                                              
|3.1.2 | Amendment to the Restated Articles of Incorporation (7)                                                                                                      
|      |                                                                                                                                                              
|3.2   | Bylaws (1)                                                                                                                                                   
|      |                                                                                                                                                              
|4.2   | Securities Purchase Agreement dated as of November 8,
      2004 by and between the Registrant and the investors named therein (3)                           
|      |                                                                                                                                                              
|4.3   | Form of Convertible Notes due November 2006 (3)                                                                                                              
|      |                                                                                                                                                              
|4.4   | Form of Common Stock Purchase Warrant dated as of
      November 8, 2004 (3)                                                                                 
|      |                                                                                                                                                              
|4.5   | Registration Rights Agreement dated as of November 8,
      2004 by and between the Registrant and the investors named therein (3)                           
|      |                                                                                                                                                              
|4.6   | Security Agreement dated as of November 8, 2004 between
      the Registrant and the secured parties named therein (3)                                       
|      |                                                                                                                                                              
|4.7   | Intellectual Property Security Agreement dated as of
      April 19, 2004 between the Registrant and the secured parties named
      therein (3)             
|      |                                                                                                                                                              
|4.8   | Securities Purchase Agreement dated as of February 8,
      2006 by and between the Registrant and the investors named therein (9)                           
|      |                                                                                                                                                              
|4.9   | Form of Convertible Notes due February 2009 (8)                                                                                                              
|      |                                                                                                                                                              
|4.10  | Form of Common Stock Purchase Warrant dated as of
      February 8, 2006 (8)                                                                                 
|      |                                                                                                                                                              
|4.11  | Registration Rights Agreement dated as of February 8,
      2006 by and between the Registrant and the investors named therein (8)                           
|      |                                                                                                                                                              
|4.12  | Security Agreement dated as of February 8, 2006 between
      the Registrant and the secured parties named therein (8)                                       
|      |                                                                                                                                                              
|4.13  | Intellectual Property Security Agreement dated as of
      February 8, 2006 between the Registrant and the secured parties named
      therein (8)           
|      |                                                                                                                                                              
|4.14  | Form of letter agreement re conversion price adjustment
      dated as of February 8, 2006, between the Registrant and the investors
      named therein (14)
|      |                                                                                                                                                              
|4.15  | Form of Securities
        Purchase Agreement dated as of November 15, 2006 between the registrant
        and the investors named therein (15)              

-22-

---

|4.16   | Form of Convertible
        Notes due three years from date (15)                                                                                                                           
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                            
|4.17   | Form of Common
        Stock Purchase Warrant of even date with the Convertible Notes (15)                                                                                                 
|       |                                                                                                                                                                                            
|4.18   | Registration
        Rights Agreement of even date with the Convertible Notes between the Registrant
        and the investors named therein (15)                                          
|       |                                                                                                                                                                                            
|4.19   | Security Agreement
        of even date with the Convertible Notes between the Registrant and the
        secured parties named therein (15)                                               
|       |                                                                                                                                                                                            
|4.20   | Intellectual
        Property Security Agreement of even date with the Convertible Notes between
        the Registrant and the secured parties named therein (15)                         
|       |                                                                                                                                                                                            
|4.21   | Letter dated
        March 29, 2007 regarding certain extensions and waivers from the Registrant
        to the investors named therein (15)                                               
|       |                                                                                                                                                                                            
|10.1   | Offer to Purchase
        Intellectual Property (4)                                                                                                                                        
|       |                                                                                                                                                                                            
|10.2   | Offer to Purchase
        Franchise Support Network Inc. (4)                                                                                                                               
|       |                                                                                                                                                                                            
|10.3   | Amendment to
        Management Agreement between the Registrant and Cory Gelmon made effective
        April 1, 2005 (6)                                                                  
|       |                                                                                                                                                                                            
|10.4   | Amendment to
        Management Agreement between the Registrant and Michael Gelmon effective
        April 1, 2005 (6)                                                                    
|       |                                                                                                                                                                                            
|10.5   | Advance Promissory
        Note from the Registrant to 860538 Alberta Ltd. (1)                                                                                                             
|       |                                                                                                                                                                                            
|10.6   | Promissory Note
        from the Registrant to Eva Gelmon (1)                                                                                                                              
|       |                                                                                                                                                                                            
|10.7   | 2004 Human Resources
        Incentive Plan (1)                                                                                                                                            
|       |                                                                                                                                                                                            
|10.7.1 | Amendment to
        2004 Human Resources Incentive Plan (7)                                                                                                                               
|       |                                                                                                                                                                                            
|10.8   | Limited Liability
        Company Purchase Agreement with exhibits (1)                                                                                                                     
|       |                                                                                                                                                                                            
|10.9   | Agreement re:
        Sale and Purchase of Assets, between the Registrant and LSI Group, LLC.
        effective December 31, 2004 with exhibits (6)                                        
|       |                                                                                                                                                                                            
|10.10  | Purchase Agreement
        among the Registrant, Nationwide Diagnostic Solutions, Inc., and Jeff
        and Constance Rebarcak dated March 18, 2005 with exhibits (6)                     
|       |                                                                                                                                                                                            
|10.11  | Software Consulting
        Agreement between the Registrant and Fred Johanessen dated June 29, 2005
        (10)                                                                          
|       |                                                                                                                                                                                            
|10.12  | Management Agreement
        between the Registrant and Southern Diagnostics, Inc. dated May 27, 2005
        (10)                                                                         
|       |                                                                                                                                                                                            
|10.13  | Settlement and
        Mutual Release Agreement among the Registrant and Cameron Yost, Lyle Yost,
        Winston Yost and Byron Yost (10)                                                 
|       |                                                                                                                                                                                            
|10.14  | Stock Purchase
        Agreement by and among Southern Diagnostics, Inc. and Jeff and Constance
        Rebarcak and Nationwide Diagnostic Solutions, Inc., dated May 25, 2005
        (10)
|       |                                                                                                                                                                                            
|10.15  | Operating Agreement
        of Premier SD, LLC between Premier Health Services, LLC and Southern Diagnostics,
        Inc., dated June 8, 2005 (10)                                        

-23-

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|10.16   | Consulting Agreement
        between the Registrant and Alvin Gelmon, dated August 15, 2005 (11)                                                                                        
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                         
|10.17   | Stock Purchase
        Agreement between the Registrant and Brad Goldstein et al., dated January
        6, 2006 (9)                                                                    
|        |                                                                                                                                                                                         
|10.18   | Addendum to Stock
        Purchase Agreement between the Registrant and Dr. Brad Goldstein et al.,
        dated February 7, 2006 (8)                                                   
|        |                                                                                                                                                                                         
|10.19   | Employment Agreement
        between the Registrants subsidiary Premier Health Services, LLC
        and Dr. Brad Goldstein dated as of February 10, 2006 (8)                          
|        |                                                                                                                                                                                         
|10.19.1 | Amending
        Agreement Re: Employment Agreement between the Registrants subsidiary
        Premier Health Services, LLC and Dr. Brad Goldstein dated December 15,
        2006 (2).
|        |                                                                                                                                                                                         
|10.20   | Letter agreement
        re offer of employment between the Registrant and Marshall Wilmot effective
        as of February 1, 2006 (8)                                                 
|        |                                                                                                                                                                                         
|10.21   | Management Agreement
        between the Registrant and Michael Gelmon effective April 10, 2006 (7)                                                                                     
|        |                                                                                                                                                                                         
|10.22   | Management Agreement
        between the Registrant and Cory Gelmon effective April 10, 2006 (7)                                                                                        
|        |                                                                                                                                                                                         
|10.23   | Advance Promissory
        Note from the Registrant to 860538 Alberta Ltd. dated as of January 1,
        2006 (14)                                                                     
|        |                                                                                                                                                                                         
|10.29   | Asset Purchase
        Agreement dated as of March 7, 2007 between the Registrant and Medical
        Resources, Inc (15)                                                               
|        |                                                                                                                                                                                         
|10.30   | Assignment dated
        as of March 7, 2007 from Medical Resources, Inc. to the Registrant (15)                                                                                        
|        |                                                                                                                                                                                         
|10.31   | Noncompetition
        and Confidentiality Agreement dated as of March 7, 2007 between Hunter
        Reynolds and the Registrant (15)                                                  
|        |                                                                                                                                                                                         
|10.32   | Guaranty dated
        as of March 7, 2007 from the Registrants subsidiary Premier Medical
        Group, Inc. in favor of Medical Resources, Inc. (15)                                
|        |                                                                                                                                                                                         
|10.33   | Independent Contractor
        Agreement dated as of March 1, 2007 between the Registrant and Willowbrook
        Corporation (15)                                                      
|        |                                                                                                                                                                                         
|10.34   | Settlement
        Agreement dated January 10, 2007 by and among Registrant and the several
        litigants named therein (2)                                                         
|        |                                                                                                                                                                                         
|23.1    | Consent
        of Schwartz Levitsky Feldman LLP dated April 16, 2007 (2)                                                                                                               
|        |                                                                                                                                                                                         
|31.1    | Certification
        of Periodic Report  Michael Gelmon (2)                                                                                                                           
|        |                                                                                                                                                                                         
|31.2    | Certification
        of Periodic Report  Cory Gelmon (2)                                                                                                                              
|        |                                                                                                                                                                                         
|32.1    | Certifications
        Pursuant to 18 U.S.C. Section 1350  Michael Gelmon (2)                                                                                                          
|        |                                                                                                                                                                                         
|32.2    | Certifications
        Pursuant to 18 U.S.C. Section 1350  Cory Gelmon (2)                                                                                                             

|(1) | Incorporated by reference to the Registrants Form SB-2
      filed with the Securities and Exchange Commission on February 14,
    2005.  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                            
|(2) | Filed herewith.                                                                                                                            
|    |                                                                                                                                            
|(3) | Incorporated by reference to the Registrants Form 10-QSB
      filed with the Securities and Exchange Commission on November 22,
    2004.

-24-

---

|(4)  | Incorporated by reference to the Registrants Current
      Report on Form 8-K filed June 7, 2001.                                                                  
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                     
|(5)  | Incorporated by reference to the Registrants Form 10-KSB
      filed with the Securities and Exchange Commission on May 17,
  2004.                                
|     |                                                                                                                                                                     
|(6)  | Incorporated by reference to the Registrants Form 10-KSB
      filed with the Securities and Exchange Commission on April 28,
  2005.                              
|     |                                                                                                                                                                     
|(7)  | Incorporated by reference to the Registrants Schedule
      14A filed with the Securities and Exchange Commission on March 10,
      2006.                         
|     |                                                                                                                                                                     
|(8)  | Incorporated by reference to the Registrants Form SB-2
      filed with the Securities and Exchange Commission on February 14,
    2006.                           
|     |                                                                                                                                                                     
|(9)  | Incorporated by reference to the Registrants Form 8-K
      filed with the Securities and Exchange Commission on February 14,
    2006.                            
|     |                                                                                                                                                                     
|(10) | Incorporated by reference to the Registrants Form 10-QSB
      filed with the Securities and Exchange Commission on August 19,
    2005.                           
|     |                                                                                                                                                                     
|(11) | Incorporated by reference to the Registrants Form 10-KSB
      filed with the Securities and Exchange Commission on April 28,
  2005.                              
|     |                                                                                                                                                                     
|(12) | Incorporated by reference to the Registrants Form 10-QSB
      filed with the Securities Exchange Commission on May 19, 2006                                       
|     |                                                                                                                                                                     
|(13) | Incorporated by reference to the Registrants Form 10-QSB
      filed on August 21, 2006                                                                            
|     |                                                                                                                                                                     
|(12) | Incorporated by reference to the Registrants Schedule
      14A filed with the Securities and Exchange Commission on March 10,
      2006.                         
|     |                                                                                                                                                                     
|(13) | Incorporated by reference to the Registrants Form 10Q
      filed with the Securities and Exchange Commission on February 14,
    2006.                            
|     |                                                                                                                                                                     
|(14) | Incorporated by reference to the Registrants Form 10-KSB
      filed with the Securities and Exchange Commission on April 17,
  2006                               
|     |                                                                                                                                                                     
|(15) | Incorporated by reference to the Registrants Form 8-K
      filed with the Securities and Exchange Commission on March 30, 2007, as
      amended on April 3, 2007.

Item 14. Principal Accountant Fees and Services.

The
following table presents fees for professional services rendered by Schwartz
Levitsky Feldman LLP to Banyan Corporation for 2006 and 2005:

-25-

---

Types of Fees
    Year EndedDecember 31,
    2006
    Year EndedDecember 31,
    2005Audit Fees (a)
      $ 100,235  $92,647Tax Fees (b)
    -0-
    -0-Other Fees (c)
    -0-
    -0-


To
safeguard the continued independence of the independent auditors, the Board has
adopted a policy that expands our existing policy preventing our independent
auditors from providing services to us that are prohibited under Section 10A(g)
of the Securities Exchange Act of 1934, as amended. This policy also provides
that independent auditors are only permitted to provide services to the Company
that have been pre-approved by the Board of Directors. Pursuant to the policy,
all audit services require advance approval by the directors. All other services
by the independent auditors that fall within certain designated dollar
thresholds, both per engagement as well as annual aggregate, have been
pre-approved under the policy. Different dollar thresholds apply to the three
categories of pre-approved services specified in the policy (Audit Related
services, Tax services and other services). The directors must approve all
services that exceed the dollar thresholds in advance.

-26-

---

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.

April 16, 2007

|    | BANYAN CORPORATION             
|--- | -------------------------------
|    |                                
|By: | /s/ Michael Gelmon             
|    | Michael Gelmon, Chief Executive
|    | Officer and Director           

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

|April 16, 2007 |                                            
|-------------- | -------------------------------------------
|               |                                            
|By:            | /s/ Michael Gelmon                         
|               | Michael Gelmon, Chief Executive Officer and
|               | Director                                   
|               |                                            
|               |                                            
|April 16, 2007 |                                            
|               |                                            
|By:            | /s/ Cory. Gelmon                           
|               | Cory Gelmon, President, Chief Financial    
|               | Officer, Secretary and Director (Principal 
|               | Accounting and Financial Officer)          

-27-

---