UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OFTHE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 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 issuer’s Common Stock, no par value outstanding as of May 14, 2008: 483,021,284.

TABLE OF CONTENTS

(Omits inapplicable items)

	PART I

Item 1.	Financial Statements	3 -10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 4T.	Controls and Procedures	13

	PART II

Item 1.	Legal Proceedings	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 6.	Exhibits	15

BANYAN CORPORATION
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2008 AND DECEMBER 31, 2007
(Expressed in US Dollars)

ASSETS

		March 31, 2008			December 31, 2007
		(Unaudited)			(Audited)

Current assets:
Cash and cash equivalents	$	41,304		$	52,861
Accounts receivable		1,540,873			1,795,264
Prepaid expenses		41,617			139,027

Total current assets		1,623,794			1,987,152

Note receivable		424,729			437,327
Property and equipment		51,397			56,600
Intangible Asset - customer list		158,346			163,870
Deferred finance fees, net		16,614			21,518
Goodwill		1,821,495			1,821,495
Other assets, net		14,902			14,963

	$	4,111,277		$	4,502,925

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	$	442,504		$	445,161
Accrued interest		214,365			96,602
Other liabilities		222,125			217,237
Debt settlement		70,000			100,000
Current portion of convertible note		1,550,382			75,621
Current portion of obligations under capital lease		11,707			11,203
Notes payable
Related parties		953,063			1,006,150
Others		135,000			135,000

Total current liabilities		3,599,146			2,086,974

Convertible note (Note 4)		1,411,073			2,396,437
Obligations under capital lease		31,887			35,023

		5,042,106			4,518,434

Stockholders' deficit (Notes 4, 5 and 8)
Preferred stock; no par value; 1,000,000,000 shares authorized, none issued
and outstanding		-			-
Common stock; no par value; 40,000,000,000 shares
authorized; 317,851,484 shares issued and outstanding		17,775,861			17,719,684
Additional paid-in capital		8,591,774			8,591,774
Deferred compensation costs		(2,000	)		(12,000	)
Common stock to be issued, 15,865,000 shares		1,587			2,021
Accumulated deficit		(27,298,051	)		(26,316,988	)

Total stockholders' deficit		(930,829	)		(15,509	)

	$	4,111,277		$	4,502,925

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

BANYAN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(UNAUDITED)
(Expressed in US Dollars)

		2008			2007

Revenue from franchised clinics	$	52,529		$	103,691
Revenue from diagnostic business		522,028			1,332,583

		574,557			1,436,274

Selling, general and administrative expenses		848,150			1,831,500

Loss from operations		(273,593	)		(395,226	)

Other

Management compensation		(120,000	)		(179,957	)
Finance charge		(26,218	)		(10,509	)
Amortization expense		(10,788	)		(19,445	)
Gain on settlement of litigation		99,265			-
Interest income		4,172			9,257
Interest expense:
Related parties		(2,250	)		(3,753	)
Other		(651,651	)		(1,034,716	)

Net loss	$	(981,063	)	$	(1,634,349	)

Net loss per common share:

Basic and diluted	$	(0.00	)	$	(0.12	)

Weighted average number of common
shares- outstanding - basic and diluted		266,315,827			14,199,621

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

BANYAN CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
THREE MONTHS ENDED MARCH 31, 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)	40,000,000		$	37,500														37,500

Stock compensation plans									10,000									10,000

Conversion of convertible notes
(Notes 4 and 5)	68,841,200			18,243														18,243

Stock converted in 2007 issued during
the period	6,735,200			2,021								(2,021	)					-

Stock to be issued	(15,865,000	)		(1,587	)							1,587						-

Net loss															(981,063	)		(981,063	)

Balances at March 31, 2008	317,851,484		$	17,775,861		$	8,591,774	$	(2,000	)	$	1,587		$	(27,298,051	)	$	(930,829	)

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

BANYAN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(UNAUDITED)
(Expressed in US Dollars)

		2008			2007

Net cash provided by (used in) operating activities	$	75,075		$	(857,989	)

Cash flows from investing activities:
Proceeds on note receivable		-			17,096
Purchase of property and equipment		-			(3,283	)

Net cash provided in investing activities		-			13,813

Cash flows from financing activities
Net proceeds from notes payable, related parties		(84,000	)		(30,000	)
Proceeds from convertible note		-			800,000
Payments on long term debt and notes payable		(2,632	)		(5,224	)

Net cash (used in) provided by financing activities		(86,632	)		764,776

Net decrease in cash and cash equivalents		(11,557	)		(79,400	)

Cash and cash equivalents, beginning of year		52,861			130,272

Cash and cash equivalents, March 31	$	41,304		$	50,872

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

BANYAN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 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 Company’s 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 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 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 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.

BANYAN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(UNAUDITED)
(Expressed in US Dollars)

2.	Organization, principles of consolidation, going concern, results of operations and management’s plans (continued): 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 an accumulated deficit and working capital deficiencies of $27,298,051 and $1,975,352, respectively, as at March 31, 2008. 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 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 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.

	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 three months ended March 31, 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.

BANYAN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(UNAUDITED)
(Expressed in US Dollars)

4.	Convertible note:

Face value of note	$	6,167,448
Less: unamortized discount		(3,205,993	)
Less: current portion		(1,550,382	)

	$	1,411,073

	During the period, $18,243 of the 2004 note was converted into 68,841,200 common shares.

5.	Stockholders’ deficit: Preferred stock:

	The Company has 1,000,000,000 shares of no par value preferred stock authorized. As at March 31, 2008, none were issued and outstanding.

	Common stock:

	The Company has 40,000,000,000 shares of no par value common stock authorized. As at March 31, 2008, there were 317,851,484 shares issued and outstanding. The Company had 483,100 outstanding options, 1,409,213 outstanding warrants and 15,865,000 shares to be issued for conversion notice received before March 31, 2008.

	Stock transactions:

	During the period ended March 31, 2008, the Company issued 68,841,200 shares as a result of conversion of convertible notes (see Note 4).

	During the period ended March 31, 2008, the Company issued 40,000,000 shares for services, valued at $37,500, which was equal to the market price on the date of the agreement.

	Stock Options:

	During the period ended March 31, 2008, 2,900 options expired.

6.	Related party transactions:

	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.

	As at March 31, 2008, included in accounts payable and accrued liabilities is $69,800, due to the Company’s chief executive officer, president and chief financial officer and Britannia for compensation expense and services rendered per Britannia. The payables do not bear interest and have no specific term of repayment.

BANYAN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(UNAUDITED)
(Expressed in US Dollars)

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 three months ended March 31, 2008 and 2007, the segment results are as follows:

		2008
		Chiropractic			Diagnostic						Consolidated
		franchising			testing			Corporate			total

Revenues	$	52,529		$	522,028		$	-		$	574,557

Segment operating loss		(32,806	)		(42,632	)		(198,155	)		(273,593	)

		2007
		Chiropractic			Diagnostic					Consolidated
		franchising			testing		Corporate			total

Revenues	$	103,691		$	1,332,583	$	-		$	1,436,274

Segment operating income (loss)		(96,660	)		112,629		(411,195	)		(395,226	)

8.	Subsequent event:

	After March 31, 2008, the Company issued 49,169,800 shares upon the conversion of $4,092 relating to the 2004 note.

	After March 31, 2008, the Company entered into consulting agreements in which 116,000,000 shares were issued, valued at $44,000, which were equal to the market price on the date of the agreement.

9.	Comparative figures

	Certain of the prior period’s comparative figures have been reclassified to conform to the current period’s presentation.

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. Decreases in revenues are not being offset by decreases in expenses. We will require $500,000 or more of additional financing from external sources in 2008 in order to be able to continue in operation as a going concern. We have not identified any sources for these funds. There can be no assurance that we can attract financing to fulfill our requirements.

In the fourth quarter of 2004, we entered into a series of agreements that has to date provided $8,560,000 from the sale of convertible notes to an investment group, including $1,650,000 in 2007. The proceeds were used to acquire our diagnostic testing business and as working capital for operating expenses and accounts payable. We do not expect this investment group to provide additional financing.

As of May 14, 2008, the investment group has converted to stock $1,200,000 of the notes issued in 2004, $1,744,743 of the notes issued in 2005, and $137,647 of the notes issued in 2006. The aggregate outstanding principal amount of the remaining convertible notes was $6,163,356 as of that date.

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 not converted when they become due, and we will be required to pay substantially a significant portion of the then remaining indebtedness or to refinance it.

During the first quarter of 2006, we acquired all of the diagnostic testing business that is now operated as a wholly owned subsidiary. To date, we have paid $3,220,000 for this acquisition, including $2,000,000 at the closing, and $1,220,000 in deferred payments. The acquisition increased the number of employees by approximately 45. Revenue from the diagnostic testing business declined approximately six percent in 2007 and declined 61% in 2008 on a quarter-to-quarter basis as a result of fewer tests and declining sales of our diagnostic testing device.

At the beginning of 2008, we implemented a force reduction to one-third of former levels in the diagnostic testing business 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. The force reduction, restructuring and new compensation arrangement resulted in a net loss of $42,632 in the diagnostic testing business during the first quarter of 2008.

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 have not contributed as expected to our revenue and profitability, and declined to $184,188 in 2007 from $353,827 in 2006. The Company re-designed its testing protocol in response to changes in reimbursement procedures in an effort to regain sales. During the first quarter of 2008, sales were $522,028.

Revenue from chiropractic franchising and licensing has declined approximately 30% from its peak, and in the first quarter of 2008 was 49% less than in 2007. In the fourth quarter of 2007 we began to offer licenses to complement franchising as a revenue source. We have entered into license agreements for 14 locations. 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 gained six new franchised locations, and now have a total of fifty-five.

Effective December 31, 2004 we disposed of former Company-owned chiropractic clinics in Louisiana. Under deferred payment terms of a note issued by the purchaser, we received $244,000 in 2007 and $358,438 will be due in 2009.

Our plan of operation for the remainder of fiscal 2008 is as follows:

To make an effort at establishing positive momentum in the diagnostic testing business;

To aggressively market our new licenses;

To revise and update our franchise offering materials and offer franchises; and,

To obtain additional debt and equity financing to fund our working capital deficiency.

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 2007 and had a working capital deficiency at year end. We continue to have net losses. 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.

Financial condition at March 31, 2008 and 2007

2008. Stockholders’ deficit was $930,829 and we had a working capital deficiency of $1,975,352. Principal sources of liquidity in 2008 included $828,948 in revenue from operations.

2007. Stockholders’ equity was $971,042 and working capital of $244,621. Principal sources of liquidity in 2007 included the sale of $800,000 in convertible notes and $1,383,679 in revenue from operations.

Results of operations – Quarters Ended March 31, 2008 and 2007

Loss from operations decreased to $273,593 in 2008 from $395,226 in 2007.

Revenue decreased to $574,557 in 2008 from $1,436,274 in 2007. Revenue from the diagnostic testing business decreased $810,555 as a result of fewer tests and declining sales of our diagnostic testing system. Revenue from franchised operations decreased $51,162 as a result of franchise terminations, and decreased collections from franchisees.

Selling, general and administrative expenses decreased to $848,150 in 2008 from $1,831,500 in 2007 mainly as a result of the restructuring in the diagnostic testing business. Other expenses decreased, including a decrease in management compensation from $179,957 in 2007 to $120,000 in 2008.

We also incurred interest expense of $651,651 mainly from the issuance of convertible notes. This represents a decrease from $1,034,716 in 2007. Giving effect to interest expense, overall net loss decreased from $1,634,349 in 2007 to $981,063 in 2008.

Results of operations – Quarters Ended March 31, 2006 and 2007

Results of operation – Three Months Ended March 31, 2006 and 2007

Loss from operations increased to $395,226 in 2007 from income of $37,621 in 2006.

Revenue increased to $1,436,274 in 2007 from $1,317,967 in 2006. The diagnostic testing business produced $282,319 of the increase. Revenue from franchised operations decreased to $103,691 in 2007 from $267,703 in 2006 as a result of franchise terminations, decreased collections from franchisees, and the absence of sales of new franchises.

Selling, general and administrative expenses increased to $1,831,500 in 2007 from $1,259,676 in 2006 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 decreased from $216,250 in 2006 to $179,957 in 2007. Stock compensation decreased from $402,180 in 2006 to $10,509 in 2007.

We also incurred interest expense of $1,034,716 mainly from the issuance of additional convertible notes and the conversion of convertible notes. Giving effect to interest expense, overall net loss increased from $1,010,534 in 2006 to $1,634,349 in 2007.

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.

Management’s 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 Company’s 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 Company’s 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.

Respectfully submitted,

Board of Directors of Banyan Corporation
/s/ Michael J. Gelmon
/s/ Cory H. Gelmon
May 14, 2007

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

We were a respondent in a proceeding captioned Hand v. Chiropractic USA, Inc. pending in the United States District Court for the Northern District of Texas, that was ordered to arbitration. On April 25, 2008 we entered into a settlement agreement under which we will receive a cash payment. All claims will be released and dismissed after we receive the payment. The amount of the payment cannot be disclosed under confidentiality provisions of the settlement agreement.

Item 2. Unregistered Sales of Unregistered Securities and Use of Proceeds.

During the first quarter of 2008, we issued an additional 68,841,200 shares to four investors upon the conversion of $18,243 in convertible notes pursuant to the 2006 and 2005 Securities Purchase Agreement described in Item 13. Certain Relationships and Related Transactions and Director Independence – Securities Purchase Agreements – 2006-2007 Securities Purchase Agreement and 2006 Securities Purchase Agreement of our Form 10-K for the fiscal year ended December 31, 2007. Since the end of the first quarter through May 14, 2008, we issued and additional 49,169,800 shares to the four investors upon the conversion of $4,092 of these convertible notes. 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 the issuance of shares upon conversion.

Item 6. Exhibits.

Exhibit
No.	Description

31.1	Certifications Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - CEO.

31.2	Certifications Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - CFO.

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

May 15, 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.

May 15, 2008	By:	/s/ Michael Gelmon
		Michael Gelmon, Chief Executive Officer and
		Director

May 15, 2008	By:	/s/ Cory Gelmon
		Cory Gelmon, President, Chief Financial Officer,
		Secretary and Director (Principal
		Accounting and Financial Officer)

BANYAN CORP /OR/ 10-Q