UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q /A
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OFTHE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008
Commission File Number
0-26065
BANYAN CORPORATION
(Exact
name of registrant as specified in its charter)
Oregon
|
84-1346327
|
(State or other jurisdiction of
|
(IRS Employer
|
Incorporation or organization)
|
Identification No.)
|
|
|
|
|
9025 Wilshire Blvd., Penthouse Suite 500, Beverly
Hills, CA
|
90211
|
(Address of Principal Executive offices)
|
(Zip Code)
|
Registrant's telephone number, including area code:
(800)
808-0899
Indicate by check mark 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 [ ]
Indicate by check mark if the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. Check one: Large accelerated filer [ ] Accelerated filer [ ] Smaller
reporting company [x]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
Number of shares outstanding of issuers Common Stock, no
par value outstanding as of August 15, 2008: 908,876,684
.
TABLE OF CONTENTS
(Omits inapplicable items)
Banyan
Corporation is filing this Amendment No. 1 to our Form 10-Q for the quarterly
period ended June 30, 2008 to correct certain omissions and typographical errors
in our Notes to Condensed Consolidated Financial Statements and to update Management's Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds. For the convenience
of the reader, this Form 10-Q/A sets forth the original filing in its entirety
as amended. Except as revised to reflect the errors specifically
described above, no other changes are made to the original Form 10-Q.
2
BANYAN CORPORATION
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
JUNE 30, 2008 AND DECEMBER 31, 2007
|
(Expressed in US Dollars)
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
December 31, 2007
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
66,582
|
|
$
|
52,861
|
|
Accounts receivable
|
|
1,201,522
|
|
|
1,795,264
|
|
Prepaid expenses
|
|
31,756
|
|
|
139,027
|
|
|
|
|
|
|
|
|
Total current assets
|
|
1,299,860
|
|
|
1,987,152
|
|
|
|
|
|
|
|
|
Note receivable
|
|
412,183
|
|
|
437,327
|
|
Property and equipment, net
|
|
46,748
|
|
|
56,600
|
|
Intangible Asset - customer list, net
|
|
152,822
|
|
|
163,870
|
|
Deferred finance fees, net
|
|
11,709
|
|
|
21,518
|
|
Goodwill
|
|
1,821,495
|
|
|
1,821,495
|
|
Other assets, net
|
|
14,840
|
|
|
14,963
|
|
|
|
|
|
|
|
|
|
$
|
3,759,657
|
|
$
|
4,502,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
$
|
490,909
|
|
$
|
445,161
|
|
Accrued interest
|
|
333,980
|
|
|
96,602
|
|
Other liabilities
|
|
227,013
|
|
|
217,237
|
|
Debt settlement
|
|
40,000
|
|
|
100,000
|
|
Current portion of convertible note (Note 4)
|
|
2,011,423
|
|
|
75,621
|
|
Current portion of obligations under
capital lease
|
|
12,223
|
|
|
11,203
|
|
Notes payable
|
|
|
|
|
|
|
Related parties
|
|
725,888
|
|
|
1,006,150
|
|
Others
|
|
45,000
|
|
|
135,000
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
3,886,436
|
|
|
2,086,974
|
|
|
|
|
|
|
|
|
Convertible notes (Note 4)
|
|
1,446,631
|
|
|
2,396,437
|
|
Notes payable - other
|
|
90,000
|
|
|
-
|
|
Obligations under capital lease
|
|
28,642
|
|
|
35,023
|
|
|
|
|
|
|
|
|
|
|
5,451,709
|
|
|
4,518,434
|
|
|
|
|
|
|
|
|
Stockholders' deficit (Notes 4, 5 and 8)
|
|
|
|
|
|
|
Preferred stock; no par value; 1,000,000,000
shares authorized
|
|
-
|
|
|
-
|
|
Common stock; no par value; 40,000,000,000 shares
|
|
|
|
|
|
|
authorized; 598,358,484 shares issued
and outstanding
|
|
17,825,326
|
|
|
17,719,684
|
|
Aditional paid-in capital
|
|
8,631,774
|
|
|
8,591,774
|
|
Deferred compensation costs
|
|
(2,000
|
)
|
|
(12,000
|
)
|
Common stock to be issued
|
|
0
|
|
|
2,021
|
|
Accumulated deficit
|
|
(28,147,152
|
)
|
|
(26,316,988
|
)
|
|
|
|
|
|
|
|
Total stockholders' deficit
|
|
(1,692,052
|
)
|
|
(15,509
|
)
|
|
|
|
|
|
|
|
|
$
|
3,759,657
|
|
$
|
4,502,925
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements
3
BANYAN CORPORATION
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007
|
(UNAUDITED)
|
(Expressed in US Dollars)
|
|
|
Three months ended June 30,
|
|
|
Six months ended June 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from franchised clinics
|
$
|
135,705
|
|
$
|
156,122
|
|
$
|
188,234
|
|
$
|
259,813
|
|
Revenue from diagnostic business
|
|
560,659
|
|
|
1,201,590
|
|
|
1,082,687
|
|
|
2,534,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
696,364
|
|
|
1,357,712
|
|
|
1,270,921
|
|
|
2,793,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
753,148
|
|
|
1,673,360
|
|
|
1,601,298
|
|
|
3,504,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(56,784
|
)
|
|
(315,648
|
)
|
|
(330,377
|
)
|
|
(710,874
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M anagement compensation
|
|
(120,000
|
)
|
|
(593,712
|
)
|
|
(240,000
|
)
|
|
(773,669
|
)
|
Finance charge
|
|
(9,111
|
)
|
|
-
|
|
|
(35,329
|
)
|
|
(10,509
|
)
|
Amortization expense
|
|
(11,342
|
)
|
|
(20,269
|
)
|
|
(22,130
|
)
|
|
(39,714
|
)
|
Debt increase
|
|
-
|
|
|
(230,619
|
)
|
|
-
|
|
|
(230,619
|
)
|
Gain on settlement of litigation
|
|
-
|
|
|
-
|
|
|
99,265
|
|
|
-
|
|
Interest income
|
|
4,232
|
|
|
9,290
|
|
|
8,404
|
|
|
18,547
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Related parties
|
|
(4,348
|
)
|
|
(6,934
|
)
|
|
(6,598
|
)
|
|
(10,687
|
)
|
Other
|
|
(651,748
|
)
|
|
(518,644
|
)
|
|
(1,303,399
|
)
|
|
(1,553,360
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(849,101
|
)
|
$
|
(1,676,536
|
)
|
$
|
(1,830,164
|
)
|
$
|
(3,310,885
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
$
|
(0.00
|
)
|
$
|
(0.06
|
)
|
$
|
(0.00
|
)
|
$
|
(0.16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W eighted average number of
|
|
|
|
|
|
|
|
|
|
|
|
|
common shares- outstanding -
|
|
|
|
|
|
|
|
|
|
|
|
|
basic and diluted
|
|
471,088,220
|
|
|
27,480,567
|
|
|
368,702,024
|
|
|
20,876,781
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements
4
BANYAN CORPORATION
|
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
|
SIX MONTHS ENDED JUNE 30, 2008
|
(UNAUDITED)
|
(Expressed in US Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock
|
|
|
|
|
|
Stock-
|
|
|
|
Common stock
|
|
|
Additional
|
|
|
Deferred
|
|
|
to be
|
|
|
Accumulated
|
|
|
holders'
|
|
|
|
Shares
|
|
|
Amount
|
|
|
paid-in capital
|
|
|
compensation
|
|
|
issued
|
|
|
deficit
|
|
|
deficit
|
|
Balances at January 1, 2008
|
|
218,140,084
|
|
$
|
17,719,684
|
|
$
|
8,591,774
|
|
$
|
(12,000
|
)
|
$
|
2,021
|
|
$
|
(26,316,988
|
)
|
$
|
(15,509
|
)
|
Issuance of common stock for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
services (Note 5)
|
|
146,000,000
|
|
|
73,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,900
|
|
Stock compensation plans
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
10,000
|
|
Conversion of convertible notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Notes 4 and 5)
|
|
227,483,200
|
|
|
29,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,721
|
|
Stock converted in 2007 issued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
during the period
|
|
6,735,200
|
|
|
2,021
|
|
|
|
|
|
|
|
|
(2,021
|
)
|
|
|
|
|
-
|
|
Beneficial conversion (Note 4)
|
|
|
|
|
|
|
|
39,801
|
|
|
|
|
|
|
|
|
|
|
|
39,801
|
|
Warrants issued with convertible notes (Note 4)
|
|
|
|
|
|
|
|
199
|
|
|
|
|
|
-
|
|
|
|
|
|
199
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,830,164
|
)
|
|
(1,830,164
|
)
|
Balances at June 30, 2008
|
|
598,358,484
|
|
$
|
17,825,326
|
|
$
|
8,631,774
|
|
$
|
(2,000
|
)
|
$
|
-
|
|
$
|
(28,147,152
|
)
|
$
|
(1,692,052
|
)
|
The accompanying notes are an integral part of these condensed
consolidated financial statements
5
BANYAN CORPORATION
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
|
(UNAUDITED)
|
(Expressed in US Dollars)
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
$
|
331,909
|
|
$
|
(1,315,130
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Proceeds on note receivable
|
|
-
|
|
|
34,407
|
|
Purchase of property and equipment
|
|
(1,108
|
)
|
|
(19,584
|
)
|
Net cash (used in) provided by investing activities
|
|
(1,108
|
)
|
|
14,823
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
Net proceeds from notes payable, related
parties
|
|
(351,719
|
)
|
|
(55,000
|
)
|
Proceeds from convertible notes
|
|
40,000
|
|
|
1,300,000
|
|
Payments on long term debt and notes
payable
|
|
(5,361
|
)
|
|
(10,549
|
)
|
Net cash (used in) provided by financing activities
|
|
(317,080
|
)
|
|
1,234,451
|
|
Net increase (decrease) in cash and cash eqivalents
|
|
13,721
|
|
|
(65,856
|
)
|
Cash and cash equivalents, beginning of year
|
|
52,861
|
|
|
130,272
|
|
Cash and cash equivalents, June 30
|
$
|
66,582
|
|
$
|
64,416
|
|
The accompanying notes are an integral part of these condensed
consolidated financial statements
6
BANYAN CORPORATION
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
|
(UNAUDITED)
|
(Expressed in US Dollars)
|
1.
|
Basis of presentation
|
|
|
|
The condensed financial statements included herein have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the SEC).
Certain information and footnote disclosures normally included in financial
statements have been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to make
the information presented not misleading. These condensed financial statements
should be read in conjunction with the annual audited financial statements
and the notes thereto included in the Companys Form 10-K Annual
Report and other reports filed with the SEC.
|
|
|
|
The accompanying unaudited interim financial statements
reflect all adjustments of a normal and recurring nature, which are, in
the opinion of management, necessary to present fairly the financial position,
results of operations and cash flows of the Company for the interim periods
presented. The results of operations for these periods are not necessarily
comparable to, or indicative of, results any other interim period or for
the fiscal year taken as whole.
|
|
|
2.
|
Organization, principles of consolidation, going
concern, results of operations and managements 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 provide
practice development and training assistance to chiropractors and direct
marketing of franchises of our brand Chiropractic USA and offering licenses
that permit the use of our brand. All clinics are operated by independent
entrepreneurs under the terms of franchise arrangements (franchisees)
or license agreements.
The condensed 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. 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.
|
7
BANYAN CORPORATION
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
|
(UNAUDITED)
|
(Expressed in US Dollars)
|
2.
|
Organization, principles of consolidation, going
concern, results of operations and managements plans (continued):
Going concern, results of operations and managements plans:
|
|
|
|
The Company has incurred operating losses for several
years. These losses have caused the Company to operate with limited liquidity
and have created an accumulated deficit and working capital deficiencies
of $28,147,152 and $2,586,576, respectively, as at June 30, 2008. These
conditions raise substantial doubt about the Companys ability to
continue as a going concern. Managements plans to address these
concerns include the conversion of outstanding debt to equity, additional
equity financing, sales of franchises and licenses, increasing collections
of receivables from franchisees, and developing the diagnostic imaging
business, including a force reduction in the diagnostic testing business
and restructuring the payout formula and compensation in connection with
the acquisition, both implemented at the beginning of 2008.
|
|
|
|
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.
|
|
|
3.
|
Summary of significant accounting policies: 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. Fees from franchised clinics also include
monthly license fees paid by our licensees as required by the license
agreement.
Revenue from diagnostic imaging services is calculated
on the estimated
percentage of expected
collections 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 reimbursement
by the insurance companies or
other payers may vary.
This estimate is reviewed periodically, and, as adjustments become
necessary, they are reported in earnings in the period in which they become
known.
|
|
|
|
Net loss per share:
|
|
|
|
Basic net loss per share is computed by dividing the
net loss applicable to common stockholders by the weighted-average number
of shares of common stock outstanding for the year. Diluted net loss per
share reflects the potential dilution that could occur if dilutive securities
were exercised or converted into common stock or resulted in the issuance
of common stock that then shared in the earnings of the Company, unless
the effect of such inclusion would reduce a loss or increase earnings
per share. For the six months ended June 30, 2008 and 2007, 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.
|
8
BANYAN CORPORATION
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
|
(UNAUDITED)
|
(Expressed in US Dollars)
|
|
Face value of notes
|
$
|
6,195,969
|
|
|
Less: unamortized discount
|
|
(2,737,915
|
)
|
|
Less: current portion
|
|
(2,011,423
|
)
|
|
|
|
|
|
|
|
$
|
1,446,631
|
|
The Company entered into a Securities
Purchase Agreement during the period ended June 30, 2008. Under the agreement,
the Company agreed to sell, in
three monthly installments, a total of $120,000
in callable secured convertible notes due in
three years with 8% annual interest payable quarterly. The notes are
convertible into shares of the Companys common stock at the holder s'
option. The conversion price will be equal 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 43%. The
lenders received warrants to purchase
3,000,000 shares of the Company's common stock . The
warrants have a seven-year term from the date of issuance with an exercise
price of $0.001 per share. On
June 18, 2008, the Company issued $40,000 in notes for $40,000.
As a result of the advances of the amount
$40,000 on account of the convertible notes, a beneficial conversion in the
amount of $39,801 has been deducted from the face value of the notes and is
amortized over the three-year term of the notes as interest expense. The warrants
are valued at $199 based on the Black-Scholes option-pricing model with the
following assumptions: Dividend yield (Nil); expected volatility of 244%; risk
free interest of 3.25%; and expected term of 7 years.
During the period, $29,721 of the 2004
note was converted into 227,483,200 common shares.
5.
|
Stockholders deficit: Preferred stock:
|
|
|
|
The Company has authorized
1,000,000,000 shares of no par value preferred stock ,
of which -0- shares have been issued.
|
|
|
|
Common stock:
|
|
|
|
The Company has 40,000,000,000 shares of no par value
common stock authorized. As of June 30, 2008, there were 598,358,484 shares
issued and outstanding. The Company had 465,100 outstanding options, and
2,409,213 outstanding warrants.
|
|
|
|
Stock transactions:
|
|
|
|
During the period ended June 30, 2008, the Company issued
227,483,200 shares
of common stock as a result of conversion of convertible notes
(see Note 4).
|
|
|
|
During the period ended June 30, 2008, the Company issued
106,000,000
shares for services, valued at $63,900
the market price on the date of the agreement.
|
|
|
|
Stock Award Plan:
|
|
|
|
On April 30, 2008,
the Company adopted the 2008 Stock Award Plan to provide awards of up to
80,000,000 shares of common stock to employees and consultants. During the
period ended June 30, 2008, the Company awarded 40,000,000 shares for accounting
services valued at $10,000, the market price on the date of the award. Forty
million shares remain available for future awards under this plan.
|
|
|
|
Stock Options:
|
|
|
|
During the period ended June 30, 2008, 19,900 options
expired and 1,000 options were cancelled.
|
9
BANYAN CORPORATION
|
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
SIX MONTHS ENDED JUNE 30, 2008 AND 2007
|
(UNAUDITED)
|
(Expressed in US Dollars)
|
6.
|
Related party transactions:
|
|
|
|
The Company retains the law partnership of its chief
executive officer and
its 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.
|
|
|
|
As at June 30, 2008, included in accounts payable and
accrued liabilities is $91,872 , due to the Companys chief executive
officer, its chief
financial officer and Britannia for compensation expense and services
rendered per Britannia. The balance
does not bear interest and has
no specific term of repayment.
|
|
|
7.
|
Segment results:
|
|
|
|
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 3). The Company evaluates performance based
on operating earnings of the respective business units.
|
|
|
|
During the six months ended June 30, 2008 and 2007,
the segment results are as follows:
|
|
|
|
2008
|
|
|
|
|
Chiropractic
|
|
|
Diagnostic
|
|
|
|
|
|
Consolidated
|
|
|
|
|
franchising
|
|
|
testing
|
|
|
Corporate
|
|
|
total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
188,234
|
|
$
|
1,082,687
|
|
$
|
-
|
|
$
|
1,270,921
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income (loss)
|
|
59,666
|
|
|
(14,089
|
)
|
|
(375,954
|
)
|
|
(330,377
|
)
|
|
|
|
2007
|
|
|
|
|
Chiropractic
|
|
|
Diagnostic
|
|
|
|
|
|
Consolidated
|
|
|
|
|
franchising
|
|
|
testing
|
|
|
Corporate
|
|
|
total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
259,813
|
|
$
|
2,534,173
|
|
$
|
-
|
|
$
|
2,793,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating income (loss)
|
|
11,476
|
|
|
147,761
|
|
|
(870,111
|
)
|
|
(710,874
|
)
|
8.
|
Subsequent event:
|
|
|
|
After June 30, 2008, the Company issued 245,518,200
shares upon the conversion of $12,276 relating to the 2004 note.
|
|
|
|
On July 22, 2008, the Company adopted the 2008-2 Stock
Award Plan to provide for awards of up to 175,000,000 shares of common
stock to employees and consultants. The Company awarded a total of 65,000,000
shares for legal services and to an area developer valued at $13,000,
the market price on the date of the award. Forty million shares remain
available for future awards under this plan.
On July 30, 2008 and August 29, 2008, the Company issued the second and the third $40,000 notes (see note 4) for $40,000 each. On July 30, 2008 the Company also issued $285,888 in three year notes with
2% annual interest payable quarterly. These notes are convertible into
shares of common stock at the holders' option. The conversion price is the average of the lowest three intra-day trading prices during the
twenty days prior to the conversion date discounted by 43%.
|
|
|
9.
|
Comparative figures
|
|
|
|
Certain of the prior periods comparative figures
have been reclassified to conform to the current periods presentation.
|
10
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Plan of Operation for 2008
Our operating activities have not
yet generated a positive cash flow. We do not expect that they will generate
a positive cash flow by the end of 2008. Although decreases in revenues are
being offset by decreases in expenses, we will require $250,000 or more of additional
financing from external sources in 2008 in order to be able to continue in operation
as a going concern. Our existing finance group has indicated that they will
provide additional funding which should cover the shortfall.
In the fourth quarter of 2004,
we entered into a series of agreements that has to date provided $9,365,746
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. We expect this investment group to provide additional
financing for the remainder of 2008.
As of the date hereof, the
investment group has converted $3,102,053 of the notes to stock. The aggregate
outstanding principal amount of the remaining convertible notes is
$6,223,693.
We believe without assurance that
the investment group will attempt to convert its convertible 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. It does not appear likely
that all the new convertible notes will be converted when they become due, and
we will be required to pay substantially all of the then remaining indebtedness
or to refinance it.
Our plan of operation for the
remainder of fiscal 2008 is to establish positive cash flow in the diagnostic
testing business, to refinance or restructure our existing debt, and to obtain
additional debt and equity financing to fund our working capital deficiency and
liquidity shortage.
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 continued net losses
and had 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 operation. Should we be unable to continue in operation, we will be
forced to sell our businesses, seek a reverse merger and/or file for protection
under the federal bankruptcy laws.
Financial condition at June 30, 2008 and December 31,
2007
The consolidated balance sheets
raise concerns about our solvency that were not present at year-end. Stockholders’
deficit increased sharply to $1,692,052 from $15,509. We had an even larger
increase in working capital deficiency, $2,586,576 as of June 30 compared with
$99,822 at year-end. While most of the increase in working capital deficiency
results from the reclassification as current liabilities of $1,935,802 in convertible
debt that is nearing its due date, and a $237,378 increase in accrued interest,
a significant component of the increase was a $593,742 (33%) decline in accounts
receivable. Principal sources of liquidity in 2008 included $331,909 in net
cash provided by operating activities. The current shortage of liquidity severely
hampers our ability to pay our debts as they become due and may have an undermining
effect on our continued operations.
Results of operations Six Months Ended June 30, 2008
and 2007
Loss from operations decreased 54% to
$330,377 from $710,874.
Revenue decreased 55% to $1,270,921 from
$2,793,986.
11
Revenue from the diagnostic testing
business, our largest segment, decreased by $1,451,486 (57%) compared to 2007.
This was as a result of fewer tests and the fact that sales for our diagnostic
testing system were negligible.
At the beginning of 2008, we implemented
a force reduction to one-third of former levels in the diagnostic testing business,
in the process surrendering market share so the business could become profitable
and defray our corporate expenses. We also restructured our payout to the doctor
from whom we acquired the business and his compensation. See Item 13.
“Certain
Relationships and Related Transactions and Director Independence – Premier
Acquisition”
in our Form 10-K for the fiscal year ended December
31, 2007. In implementing these measures, this segment has now become profitable
prior to the allocation of certain general corporate overhead. 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. Sales of the testing device
did not contribute as expected to our revenue and profitability and have been
discontinued.
Revenue from franchised operations
decreased by $71,579 (27%) since last year. Franchise revenue is now less than
half of its historical peak. This was caused by decreased collections from franchisees
and licensees resulting from franchise and license terminations and the absence
of any sales of franchises or licensees during the past four months. We lost
approximately half of our franchised locations at the conclusion or our arrangement
with Team WLP and the loss of its endorsement. We have since incurred additional
losses, and now have a total of twenty-eight franchisees. We discontinued offering
new franchises. We began licensing our Chiropractic USA™ brand and system
to licensees. The majority of the licensees were signed in a sublicensing agreement
with Chiropractic Coaching, Inc. They have since assigned those licensees to
an unaffiliated third party consultant. However, we retained five licensees
within the Chiropractic Coaching, Inc. arrangement.
Selling, general and administrative
expenses decreased by $1,903,562. This was caused by the force reduction in
our diagnostic testing business and corresponding reductions in salaries, employee
benefits, expense reimbursement, travel and entertainment, and all the costs
associated with our former diagnostic testing system business.
Net loss decreased to $1,830,164
from $3,310,885 as a result of the decreases in loss from operations and other
expenses. The decrease in other expenses included a $553,669 decrease in management
compensation due to the departure of our former chief operating officer, the
absence of any stock based compensation or management bonuses, and a $254,050
decrease in interest expense.
ITEM 4T. 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: None.
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.
12
Managements Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the
effectiveness of those internal controls as of December 31, 2007, using the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control Integrated Framework as a basis for our assessment.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
A material weakness in internal
controls is a deficiency in internal control, or combination of control deficiencies,
that adversely affects the Companys ability to initiate, authorize, record,
process, or report external financial data reliably in accordance with accounting
principles generally accepted in the United States of America such that there
is more than a remote likelihood that a material misstatement of the Companys
annual or interim financial statements that is more than inconsequential will
not be prevented or detected. In the course of making our assessment of the
effectiveness of internal controls over financial reporting, we identified one
material weakness in our internal control over financial reporting. This material
weakness consisted of inadequate staffing within the accounting operations of
our company. The small number of employees who are responsible for accounting
functions (more specifically, one) prevents us from segregating duties within
our internal control system. The inadequate segregation of duties is a weakness
because it could lead to the untimely identification and resolution of accounting
and disclosure matters or could lead to a failure to perform timely and effective
reviews.
13
PART II OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.
During the second quarter of 2008,
we issued an additional 158,642,000 shares to four investors upon the conversion
of $11,479 in convertible notes pursuant to the Securities Purchase Agreements
described in Item 13.
Certain Relationships and Related Transactions and
Director Independence – Securities Purchase Agreements
of our Form
10-K for the fiscal year ended December 31, 2007. We also sold to the four investors
an additional $120,000 in convertible notes and 3,000,000 warrants to purchase
common stock. We received the first $40,000 instalment on the convertible note
sale during the quarter.
Since the end of the second quarter
through the date hereof, we issued an additional 245,518,200 shares to the four
investors upon the conversion of $12,276 of these convertible notes and received the
second and third $40,000 installments on the convertible note sale.
We relied on the exemptions from
registration afforded by Section 4(2) of the Securities Act of 1933 and Rules
506 and 144(k) of Regulation D of the General Rules and Regulations thereunder
for the sale of convertible notes and warrants and the issuance of shares upon
conversion.
Item 6. Exhibits.
14
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.
|
BANYAN CORPORATION
|
|
|
|
September 3,
2008
|
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.
|
|
|
|
September 3, 2008
|
By:
|
/s/ Michael Gelmon
|
|
|
Michael Gelmon, Chief Executive Officer and
|
|
|
Director
|
|
|
|
September 3, 2008
|
By:
|
/s/ Cory Gelmon
|
|
|
Cory Gelmon, President, Chief Financial Officer,
|
|
|
Secretary and Director (Principal
|
|
|
Accounting and Financial Officer)
|
15
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