BANYAN CORPORATION
UNAUDITED CONDENSED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Attached hereto is the unaudited condensed pro forma consolidated balance sheet as of December 31, 2005 and the unaudited condensed pro forma consolidated statement of operations for the year ended December 31, 2005 reflecting the acquisition of Premier Medical Group, Inc. and its subsidiaries and affiliates, and including the notes to the unaudited pro forma financial statements.
On February 10, 2006, Banyan Corporation, (the “Company”) purchased all of the outstanding equity securities of the constituent entities of a diagnostic imaging business, Premier Medical Group, Inc and its subsidiaries and affiliates (“PMG”) in exchange for $2,000,000 in cash at closing, 14,285,714 shares of common stock valued at $142,857payable of $100,000 plus an amount equal to the pre-closing accounts receivable that are actually collected, estimated at $2,020,000. The accompanying unaudited condensed pro forma consolidated balance sheet gives effect to the acquisition as if the purchase had been consummated on December 31, 2005. The accompanying unaudited condensed pro forma consolidated statement of operations for the year ended December 31, 2005, gives effect to the acquisition as if the purchase had been consummated on January 1, 2005. The historical financial statements of PMG (included herein) are as of and for the years ended December 31, 2005 and 2004.
The unaudited condensed pro forma consolidated financial statements should be read in conjunction with the historical financial statements of PMG (included herein) as well as those of the Company. The unaudited condensed pro forma consolidated financial statements do not purport to be indicative of the financial position or results of operations that actually would have occurred had either transaction occurred before February 10, 2006 or to project the Company’s financial position or results of operations to any Future period.
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Banyan Corporation (OTCBB: BANY) through its subsidiaries, engages in
the operation and franchising of chiropractic clinics in North America.
It also provides diagnostic testing services. The company provides
practice development training and assistance to chiropractors, as well
as offers franchise support and related services to franchisees. It
offers nerve conduction velocity testing through doctors and
chiropractors, which measures the transmission of nerve impulses in the
body and identifies problems in the nervous system. Banyan was
incorporated in 1978 and is based in Los Angeles, California. With
286.28 million shares outstanding and an undisclosed short position,there is a failure to deliver in shares of BANY
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Press Release Source: Banyan Corporation
Banyan Expands Distribution of New Electro Diagnostic Testing Device
Tuesday December 5, 8:00 am ET
LOS ANGELES--(BUSINESS WIRE)--Banyan Corporation (OTCBB:BANY - News), franchisors of nationally branded Chiropractic USA clinics, and owner of Premier Medical Group and Virtual Medical Systems, Inc. (VMS), announced it has entered a new distribution agreement with GP Diagnostics of Lexington, South Carolina, valued to add revenues of $3.5 million from sales of its innovative
VT3000 electro - diagnostic testing device.
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Kevin Gobbi, CEO of GP Diagnostics, said: "I'm very excited about selling VMS's new
VT3000. It is a revolutionary electro-diagnostic device, particularly appealing to health care practitioners due to its ease of operation, convenience and the live viewing component. We are currently ramping up to commence sales, and I believe we will be able to conservatively sell 150 of these units in 2007."
Banyan CEO Michael Gelmon added: "We are very pleased to announce this agreement with GP Diagnostics. VMS and GP Diagnostics project earnings of $24,000 per year per machine. Thus, on an annualized basis, we expect to add an excess of $3.5 million in revenue as a first year sales effort."
About Banyan Corporation:
Banyan Corporation is a publicly traded holding company focused on investing in and building a network of operating subsidiaries engaged in various innovative businesses. Currently the company's subsidiary, Chiropractic USA, Inc. is focusing on the development of branded Chiropractic clinics throughout North America by way of franchising and the use of uniform operating systems and practices. The company's other subsidiaries, Premier Medical Group LLC, and Virtual Medical Systems, Inc., provide diagnostic testing services to physicians nationwide in addition to marketing the
VT3000 Electro-diagnostic testing machine.
This Press Release contains or incorporates by reference forward looking statements including certain information with respect to plans and strategies of Banyan Corporation. For this purpose, any statements contained herein or incorporated herein by references that are not statements of historical fact may be deemed forward looking statements. Without limiting the foregoing, the words "believes", "suggests", "anticipates", "plans", "expects", and similar expressions are intended to identify forward looking statements. There are a number of events or actual results of Banyan Corporation operations that could differ materially from those indicated by such forward looking statements.