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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March ~~September 1~~7, ~~2004 Date of Report (Date of earliest event reported)~~ 2005

Date of Report (Date of earliest event reported)

BANYAN CORPORATION
(Exact name of registrant as specified in its charter)

OREGON	000-26065	84-1346327
(State or other jurisdiction)	(Commission File Number)	(IRS Employer Identification Number)

Suite 500, 1925 Century Park East, Los Angeles, CA 90067
(Address of principal executive offices) (Zip Code)

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

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

~~SECTION~~Item 3.02. --Recent ~~SECURITIES~~Sales ~~AND~~of ~~TRADING~~Unregistered ~~MARKETS~~ Securities.

~~ITEM~~ On 3March 10, 2005, we returned to Michael Gelmon 6,600,000 shares that he had contributed to us, and issued 5,023,833 shares each to Michael Gelmon, our Chief Executive Officer, and to Cory Gelmon, our Chief Financial Officer and President, that we were obligated to issue to them pursuant to that certain Offer to Purchase Franchise Support Network dated May 7, 2001.02 -We ~~UNREGISTERED~~also ~~SALES~~issued OF650,000 ~~EQUITY~~shares ~~SECURITIES~~that we were obligated to issue to a former creditor for debt cancellation during the fourth quarter of fiscal 2004, and 50,000 shares that we were obligated to issue to an investor in connection with a purchase in a private offering that occurred in the third quarter of fiscal 2004.

Item ~~Securities~~5.02. ~~Purchase~~Election ~~Agreement~~of ~~and Form SB-2 Registration Statement~~Directors.

We ~~entered~~ ~~into~~held a ~~Securities~~special ~~Purchase~~meeting ~~Agreement with AJW Partners, Inc., AJW Offshore,~~of ~~Ltd.,~~shareholders ~~AJW~~on ~~Qualified~~March ~~Partners~~7, ~~LLC~~2005. ~~and~~The ~~New~~shareholders ~~Millennium~~elected ~~Capital~~Michael ~~Partners~~J. IIGelmon, ~~LLC~~Cory ~~(hereinafter~~H. ~~collectively~~Gelmon ~~referred to as the "Selling Shareholders")~~ and ~~ancillary~~Richard ~~agreements~~J. asDoran, ~~hereinafter~~Jr. ~~described~~to ~~(collectively~~our ~~the~~board ~~"Transaction Agreements")~~of ~~effective November 8~~directors, ~~2004~~approved ~~(the "Closing Date").~~Restated ~~Under~~Articles ~~the~~of ~~Securities~~Incorporation ~~Purchase~~with ~~Agreement~~Amendments, weapproved ~~agreed to sell~~ the ~~Selling~~2004 ~~Shareholders~~Human Resources aIncentive ~~total~~Plan ofand ~~$3,000,000 in Callable Secured Convertible Notes (~~the ~~"Convertible Notes")~~options ~~due~~issued ~~November 8~~thereunder, ~~2006~~and ~~with~~ratified ~~10%~~the ~~annual interest payable quarterly,~~appointment ~~the~~of ~~first~~Schwartz ~~four~~Levitsky ~~months~~Feldman ~~interest~~LLP to beaudit ~~prepaid~~our ~~from~~financial ~~proceeds~~statements offor ~~the Convertible~~2004. ~~Notes.~~Each Weof ~~also~~these ~~agreed~~matters towas ~~issue~~authorized toby ~~the~~48,529,201 ~~Selling~~shares ~~Shareholders~~out ~~for~~of ~~no additional~~58,661,744 ~~cash~~shares ~~consideration~~eligible ~~five-year Warrants~~ to ~~purchase one share at $~~vote.40 ~~per~~There ~~share for~~were ~~each~~no ~~one~~votes ~~dollar~~“against” ofor ~~Convertible Notes purchased by the Selling Shareholders (the "Warrants")~~abstentions.

~~We received~~ At ~~$1,200,000~~a ~~from~~meeting ~~the sale~~ of ~~Convertible Notes to~~ the ~~Selling~~Board Shareholders on November 16, 2004. Pursuant to a Registration Rights Agreement we agreed to file a registration statement to register the shares underlying the Convertible Notes and Warrants. We filed a registration statement on Form SB-2 on February 14, 2005. On February 22, 2005 we received another $800,000 from the sale of ~~Convertible~~Directors ~~Notes~~after to the ~~Selling~~special ~~Shareholders.~~shareholders ~~Provided~~meeting ~~that all of~~ the ~~conditions in~~directors ~~the~~appointed ~~Securities Purchase Agreement have been met, the Selling Shareholders~~officers ~~will~~as ~~purchase an additional $1,000,000 in Convertible Notes within five days after the effective date of this registration statement.~~follows:

~~All of~~Michael ~~the~~J. ~~Convertible~~Gelmon ~~Notes~~-- ~~and~~Chairman ~~Warrants have been in the same form and differ only in that they specify the Selling Shareholders to which they were issued, the date~~ of ~~sale and~~ the ~~dollar~~Board ~~amount~~Chief ~~and~~Executive ~~number~~Officer ofCory ~~their respective Convertible Notes and Warrants~~H. A ~~portion~~Gelmon of-- ~~the proceeds from the Convertible Notes was used to prepay the balance of $584~~President,~~930 on~~ aChief ~~term~~Financial ~~loan~~Officer and ~~related installment note due July 31, 2005 in the original principal amount of $1,000,000 that were personally guaranteed by our~~ Chief ~~Executive~~ ~~Officer,~~Legal ~~Michael Gelmon, our Chief Financial~~ Officer, ~~Cory Gelmon,~~ and ~~others,~~Secretary ~~and~~Richard ~~a loan from 860532 Alberta Corp~~J. Doran, ~~that is owned by the Gelmons~~Jr. We ~~also~~-- ~~used~~Member ~~the proceeds for the payment~~ of ~~principal and interest on other outstanding notes,~~ the ~~payments~~Compensation ~~of accounts payable, fees,~~ and ~~business~~Audit ~~development purposes~~Committees. ~~The proceeds from the sale of additional Convertible Notes may be used for debt repayment, business development and business acquisitions.~~

~~For additional~~ ~~information~~The onBoard ~~the~~of ~~terms~~Directors ofproposes ~~the~~to ~~Convertible~~fill ~~Notes,~~the ~~Warrants~~two ~~and~~vacant ~~the~~positions ~~Transaction~~on ~~Agreements,~~its ~~please~~audit ~~refer~~and tocompensation ~~the~~committees ~~registration~~on ~~statement~~ or ~~our~~before ~~Form 10-Q~~July ~~filed on November 22~~31, ~~2004~~2005.

~~SECTION~~Item 45.03. –Amendments ~~MATTERS~~to ~~RELATED~~Articles TOof ~~ACCOUNTANTS AND FINANCIAL STATEMENTS~~ Incorporation.

~~ITEM~~ Our ~~4.01~~Restated ~~CHANGES~~Articles INof ~~REGISTRANT’S~~Incorporation with ~~CERTIFYING~~Amendments ~~ACCOUNTANT~~were filed and became effective on March 10, 2005.

~~The auditing~~ Under ~~firm of Gelfond Hochstadt Pangburn, P.C.,~~ the ~~independent~~Restated ~~registered~~Articles ~~public~~of ~~accounting~~Incorporation ~~firm~~with ~~that~~Amendments, ~~reported on~~ our ~~balance~~authorized ~~sheet~~capital asstock ofwill ~~December~~be 31500,000,000 ~~2003~~shares ~~and the related consolidated statements~~ of ~~operations,~~common ~~stockholders’ deficit~~stock and ~~cash flows for each of the years in the two-year period ended December 31~~100,000,000 ~~2003~~shares ~~was dismissed effective as~~ of ~~September~~preferred 1stock, ~~2004.~~all ~~Their~~no ~~report was qualified~~par ~~in that the financial statements were prepared assuming that we would continue as a going concern~~value. ~~The~~Our ~~report~~authorized ~~stated that our net loss, stockholders deficit and working~~ capital ~~deficiency~~was ~~as of December 31~~60, ~~2003 raised substantial doubt about our ability to continue as a going concern. We have no audit committee; accordingly~~000,000 ~~the~~shares ~~decision to dismiss accountants was approved by the board~~ of ~~directors.~~ ~~During~~common ~~our~~stock ~~two most recent fiscal years~~ and ~~any subsequent interim period there were no disagreements with Gelfond Hochstadt Pangburn~~10, ~~P.C. on~~000,000 ~~any~~shares ~~matter~~ of ~~accounting~~preferred ~~principles~~stock orbefore ~~practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to their satisfaction, would have caused them to make reference to~~ the ~~subject matter of the disagreement(s) in connection with their report~~change.

~~The independent~~ Shares ~~registered public accounting firm~~ of ~~Hurley~~common &stock ~~Company,~~may ~~P.C.,~~be ~~the~~issued ~~independent~~from ~~auditors~~time ~~who~~to ~~reviewed~~time ~~our balance sheet~~ as ~~of June 30, 2004 and~~ the ~~related~~Board ~~consolidated~~of ~~statements~~Directors ofmay ~~operations,~~determine. ~~stockholders'~~Holders ~~deficit~~of ~~and~~common ~~cash~~stock ~~flows~~will ~~for~~be ~~the~~entitled ~~period~~to ~~ended~~receive ~~June~~such ~~30,~~dividends ~~2004 were dismissed effective~~ as of ~~September~~may 1,be ~~2004.~~declared ~~Hurley & Company, P.C. did not issue any report on~~by ~~any of our financial statements. We have no audit committee; accordingly,~~ the ~~decision~~ toBoard ~~dismiss~~of ~~accountants~~Directors ~~was~~out ~~approved by the board~~ of ~~directors.~~funds ~~During our~~legally ~~two~~available ~~most~~therefor ~~recent~~after ~~fiscal~~the ~~years and any subsequent interim period there were~~requirements ~~no disagreements~~ with ~~Hurley~~respect &to ~~Company~~preferential dividends on ~~any~~the ~~matter~~preferred ~~of accounting principles or practices~~stock, ~~financial statement disclosure, or auditing scope or procedure which,~~ if ~~not resolved to their satisfaction~~any, ~~would~~ have ~~caused them to make~~ ~~reference~~been tomet, ~~the~~and ~~subject~~we ~~matter~~have ~~of the disagreement(s) in connection with their report.~~

On complied with all other requirements and subject to any other ~~September~~conditions 1,relating ~~2004~~to the preferred stock. In the event of liquidation, weholders of ~~appointed~~common ~~Schwartz~~stock ~~Levitsky~~will ~~Feldman~~be ~~llp~~entitled to ~~audit~~a proportionate share in any distribution of our ~~financial~~assets after the payment of liabilities and after distribution in full ~~statements~~of ~~for~~preferential amounts, if any, to be distributed to holders of the ~~fiscal~~preferred stock. ~~year~~Holders ~~ended~~of ~~December~~common 31stock will not have preemptive rights. Each share of common stock will be entitled to one vote, ~~2004~~and cumulative voting will not permitted in the election of directors.

At such time as there will be ~~SECTION~~ six 8or -more ~~OTHER~~directors, ~~EVENTS~~directors will be elected in three classes for terms of up to three years, and vacancies that occur during the year may be filled by the Board of Directors to serve for the remainder of the full term.

~~ITEM~~ Shares 8of preferred stock may be issued from time to time in one or more series as may be determined by the Board of Directors.01 -The ~~OTHER~~voting ~~EVENTS~~powers and the preferences and the relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof shall be established by the Board of Directors except that no holder of preferred stock shall have preemptive rights.

A quorum for the transaction ~~Diagnostic~~ of ~~USA~~business ~~and~~at any meeting of the ~~Diagnostic~~shareholders ~~Solutions~~will ~~Purchase~~be ~~Agreement~~one-third of the shares entitled to vote. The affirmative vote of the holders of at least a majority of the shares voted at a meeting of the shareholders at which a quorum is present will constitute shareholder approval of matters to be acted upon by the shareholders. However, in the case of a sale or other transfer of substantially all our assets, liquidation, merger, consolidation, reorganization, or similar type of extraordinary corporate transaction with a beneficial owner of 10% or more of our shares, the affirmative vote of two-thirds of the shares entitled to vote thereon will constitute approval unless such transaction is with an affiliate or subsidiary, or the transaction is approved by the affirmative vote of a majority of our continuing directors. Continuing directors will be those directors who were our directors prior to the beneficial owner of 10% or more of our shares becoming a beneficial owner or affiliate, or who are designated continuing directors prior to or at their first election as directors. Shareholders may act by written consent of a majority of the shares entitled to vote, subject to any greater voting requirements as set forth above.

~~On January~~ ~~14,~~Possible ~~2005,~~anti-takeover ~~we formed Diagnostic USA, Inc~~effect., aAlthough ~~Colorado~~our ~~corporation~~Board asof aDirectors ~~wholly-owned~~has ~~subsidiary.~~no ~~Diagnostic~~current ~~USA~~plans ~~is intended~~ to beuse ~~a vehicle for us to enter~~ the ~~diagnostic~~additional ~~imaging~~shares ~~business.~~of ~~Initially,~~common ~~we intend to offer Nerve~~stock, ~~Conduction~~"blank ~~Velocity~~check" ~~Testing~~preferred ~~(“NCVT”)~~stock, ~~through~~classification ~~our franchisees and others to their patients. NCVT measures the transmission~~ of ~~nerve~~directors, ~~impulses~~cumulative ~~through~~voting ~~the~~and ~~body,~~greater ~~identifies~~than ~~problems~~a inmajority ~~the~~voting ~~nervous~~requirements ~~system,~~to ~~and~~entrench ~~helps~~present ~~to substantiate~~management, the ~~benefit~~foregoing ~~and~~are ~~cost~~considered ofanti-takeover ~~treatment~~measures to ~~patients~~prevent ~~and~~hostile ~~their insurers. We believe~~takeovers itattempts. isTo athe ~~logical~~knowledge ~~service~~of ~~offering~~management, tono ~~offer~~hostile intakeover ~~chiropractic~~attempts ~~clinics~~are ~~and through~~presently ~~other~~threatened ~~health~~or ~~care professionals~~contemplated.

~~We intend~~Item ~~to acquire an interest in Diagnostic Solutions of America, Inc~~8.~~, LLC, an Arizona limited liability company (“Diagnostic Solutions”) from Nationwide Diagnostic Solutions, Inc~~01., anOther Arizona corporation based in Tempe, Arizona (“Nationwide”), and Dr. Jeff and Constance Rebarcak (the “Rebarcaks”), the founders, owners and operators of. Nationwide. The NCVT business of Nationwide is being transferred from Nationwide to Diagnostic Solutions. Events

On ~~January 7, 2005,~~ Diagnostic USA and ~~Banyan Corporation entered into a Limited Liability Company Membership Purchase Agreement with Nationwide (~~the “Diagnostic Solutions Purchase Agreement~~”). We are not obligated to complete this~~ purchase until we have completed our due diligence investigation, including our review of financial and accounting books and records. We intend to complete our due diligence investigation before the March 1, 2005 deadline for the purchase.

~~Under the~~ On ~~Diagnostic~~February ~~Solutions Purchase Agreement~~25, ~~Diagnostic USA would acquire a~~2005, ~~20%~~the ~~membership~~deadline ~~interest~~for inclosing ~~Diagnostic~~on ~~Solutions~~the ~~from~~Limited ~~Nationwide,~~Liability ~~and~~Company aMembership ~~ten-year~~Purchase ~~option~~Agreement towith ~~purchase~~Nationwide ~~an additional 20% membership interest.~~ Diagnostic ~~USA will pay Nationwide $1~~Solutions,~~500,000~~ inInc. ~~the~~was ~~form~~extended ofuntil ~~a ten-year note with interest at~~March 6%31, ~~payable~~2005. ~~from~~Please ~~50%~~refer ~~of the amounts, if any,~~ to beour ~~distributed~~Form ~~from~~8-K ~~Diagnostic Solutions~~Current toReport ~~Diagnostic~~filed ~~USA with respect to its 20% membership interest. Any unpaid balance~~ on ~~this~~February ~~note is to be paid at the end of ten years. Up to $750~~23,~~000~~ of2004 ~~the~~for ~~note may be converted at the option of Nationwide into our common stock from time to time at the prevailing market prices and in no event less than~~ a ~~conversion~~description ~~price~~ of ~~less~~this ~~than $~~agreement.~~21 per share. Diagnostic USA may exercise its option to purchase an additional 20% membership interest from Nationwide for an additional $1,500,000.~~

~~Under a~~ ~~proposed~~SIGNATURE operating agreement, management control of Diagnostic Solutions would be shared with Nationwide: we would designate as managers our current Chief Executive Officer and our current Chief Financial Officer, and the Rebarcaks would be designated by Nationwide as managers. In addition, a minimum of 75% of the net cash flow, if any, of Diagnostic Solutions would be distributed to the members in proportion to their membership interests, with Diagnostic USA to receive 20% of any such distribution. It is expected that the Rebarcaks would be employed by Diagnostic Solutions under employment agreements, the terms of which have not been finalized.

~~Special~~ Pursuant ~~Meeting~~to the requirements of ~~Shareholders~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

A special meeting of the shareholders has been set for 2:00 p.m. March 7, 2005 at our offices in Los Angeles. On February 16, 2005, we mailed a notice of meeting and proxy statement to our shareholders of record on the record date for the meeting, February 9, 2005. The meeting was called to elect three directors, to approve Restated and Amended Articles of Incorporation as set forth in an exhibit to the proxy statement to increase our authorized capital and effect other changes, including certain changes which will affect the voting rights of our equity shareholders as described in the proxy statement, to approve the 2004 Human Resources Incentive Plan and options issued thereunder, and to ratify the appointment of Schwartz Levitsky Feldman llp to audit our financial statements for the fiscal year ended December 31, 2004.

	BANYAN CORPORATION

Date: March 11, 2005
	By: /s/ Michael Gelmon
	Michael Gelmon , Chief Executive Officer
	and Director

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number		Description of Exhibit
10.1		Limited Liability Company Purchase Agreement with Exhibits (incorporated by reference to the Registrant's registration statement on Form SB-2 filed on February 14, 2005).
99.1		Letter from Gelfond Hochstadt Pangburn P.C. with respect to their dismissal (filed with the Registrant's Form 8-K Current Report for September 1, 2004, filed November 10, 2004).
99.2		Letter from Hurley & Company with respect to their dismissal (filed herewith).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BANYAN CORPORATION
Date: February 23, 2005	By:	/s/ Michael Gelmon
		Michael Gelmon
		Chief Executive Officer & Director

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