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~~February 710, ~~2005~~2006 Date of Report (Date of earliest event reported)

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~~0899Registrant'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))

~~Item~~Section ~~3.02.~~2 ~~Recent~~– ~~Sales~~Financial ofInformation ~~Unregistered Securities.~~

OnItem March 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, 20012.01 WeCompletion ~~also issued 650,000 shares that we were obligated to issue to a former creditor for debt cancellation during the fourth quarter~~ of ~~fiscal~~Acquisition ~~2004,~~or ~~and~~Disposition ~~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~~Assets.

~~Item~~Premier ~~5.02.~~Acquisition ~~Election of Directors.~~

We recently ~~held~~purchased asubstantially ~~special~~all ~~meeting~~of the outstanding equity securities of the ~~shareholders~~constituent onentities ~~March~~of 7a diagnostic imaging business, ~~2005~~Premier Medical Group, Inc., ~~The~~Premier ~~shareholders~~Imaging, ~~elected~~LLC ~~Michael~~and J.Premier ~~Gelmon~~Health Services, ~~Cory~~LLC, (hereinafter H.collectively ~~Gelmon~~referred ~~and~~to ~~Richard~~as J.“Premier”) ~~Doran,~~from JrDr. toBrad ~~our~~Goldstein ~~board~~(“Dr. ofGoldstein”) the ~~directors~~founder, ~~approved~~owner ~~Restated Articles~~and operator of ~~Incorporation~~Premier. ~~with~~As ~~Amendments,~~a ~~approved~~result of the ~~2004~~purchase, ~~Human~~all ~~Resources~~of ~~Incentive~~the ~~Plan~~assets and liabilities of the ~~options~~business ~~issued~~have ~~thereunder,~~been ~~and~~transferred ~~ratified~~to ~~the~~us. ~~appointment~~The source of ~~Schwartz~~funds ~~Levitsky~~for ~~Feldman~~the ~~LLP~~acquisition towas ~~audit~~the ~~our~~securities ~~financial~~purchase ~~statements for 2004.~~agreement ~~Each~~described ofherein ~~these~~under ~~matters~~“Item ~~was~~3.02 ~~authorized~~Unregistered bySales ~~48,529,201~~of ~~shares~~Equity ~~out~~Securities ~~of 58,661,744~~– ~~shares~~Securities ~~eligible~~Purchase toAgreements ~~vote.~~-- ~~There~~2006 ~~were~~Securities noPurchase ~~votes “against~~Agreement.” ~~or abstentions.~~

At Premier offers aNerve ~~meeting~~Conduction ofVelocity (“NCV”) testing through our Chiropractic USA franchisees and other health care professionals to their patients. NCV testing measures the ~~Board~~transmission of nerve impulses through the body, identifies ~~Directors~~problems ~~after~~in the ~~special~~nervous ~~shareholders~~system, ~~meeting~~and helps to substantiate the ~~directors~~benefit ~~appointed~~and ~~officers~~cost asof ~~follows:~~treatment to patients and their insurers. Premier sets up blocks of patient testing appointments, and then arranges for a certified neurological or radiological technician to bring test equipment to the doctors’ offices and perform the scheduled tests.

~~Michael~~ Premier, which J.is ~~Gelmon~~based in Boca Raton, Florida, has forty--five ~~Chairman~~employees ofand ~~the~~performs more ~~Board~~than ~~Chief~~10,000 ~~Executive~~NCV ~~Officer~~tests ~~Cory~~annually. HPremier has also developed the VT3000, a remote NCV testing device. ~~Gelmon~~The --Food ~~President~~and Drug Administration granted marketing approval for the VT3000 on October 27, ~~Chief~~2005. ~~Financial~~We ~~Officer~~intend to arrange with third parties to manufacture the device and ~~Chief~~to ~~Legal~~market ~~Officer~~it to chiropractors and ~~Secretary~~other health ~~Richard~~care Jprofessionals. ~~Doran~~With the VT3000 installed in their offices, chiropractors Jrcan perform NCV testing when the patient is at their office without having to schedule a visit from our technicians. --Our ~~Member~~technicians ofwill be able to supervise the ~~Compensation~~testing via the Internet and ~~Audit~~telephone. ~~Committees~~We believe that this protocol will increase the number of tests we can perform and increase the revenue from those tests.

On February ~~The~~10, ~~Board~~2006, we completed the acquisition of ~~Directors~~Premier ~~proposes~~pursuant to ~~fill~~a Stock Purchase Agreement with Dr. Goldstein. Under the ~~two~~agreement, ~~vacant~~we ~~positions~~paid Dr. Goldstein on$2,000,000 ~~its~~in ~~audit~~cash at closing plus 14,285,714 shares of our common stock. We also agreed to pay Dr. Goldstein an additional $100,000 and ~~compensation~~an ~~committees~~amount onequal to orthe ~~before~~pre-closing ~~July~~accounts 31receivable that are actually collected, ~~2005.~~once Premier’s cash flow permits these additional payments to be made.

~~Item~~ Dr. Goldstein 5entered a new one-year employment agreement with Premier effective February 10, 2006.03 Under this agreement, Dr. ~~Amendments~~Goldstein will continue to ~~Articles~~market, develop and supervise our diagnostic imaging business and to train clients, employees and Chiropractic USA franchisees. He will earn an annual salary of $200,000 ~~Incorporation~~and receive a grant of stock options pursuant to our 2004 Human Resources Incentive Stock Option Plan to be determined.

~~Our~~ For as ~~Restated~~long ~~Articles~~as ofDr. ~~Incorporation~~Goldstein continues to hold shares received in the transaction ~~with~~that ~~Amendments~~are ~~were~~subject ~~filed~~to restriction, Michael J. Gelmon, our Chief Executive Officer, and ~~became~~Cory ~~effective~~H. onGelmon, ~~March~~our 10Chief Financial Officer and President have agreed that if there is an offer to purchase any of their stock in Banyan, ~~2005~~Dr. Goldstein has the right to sell his shares on the same terms and conditions as the Gelmons.

~~Under~~Section ~~the~~3 ~~Restated~~– ~~Articles of~~Securities ~~Incorporation with Amendments, our authorized capital stock will be 500,000,000 shares of common stock~~ and ~~100,000,000~~Trading ~~shares~~Markets ~~of preferred stock, all no par value. Our authorized capital was 60,000,000 shares of common stock and 10,000,000 shares of preferred stock before the change.~~

~~Shares~~Item ~~of common stock may be issued from time to time as the Board of Directors may determine~~3.02 ~~Holders~~Unregistered ~~of common~~Sales ~~stock will be entitled to receive such dividends as may be declared by the Board~~ of ~~Directors~~Equity ~~out of funds legally available therefor after the requirements with respect to preferential dividends on the preferred stock, if any, have been met, and we have~~ Securities.

~~complied with all other requirements and subject to any other~~ Please ~~conditions~~refer ~~relating~~ to ~~the~~“Item ~~preferred stock~~2. In the event of liquidation, holders of common stock will be entitled to a proportionate share in any distribution of our assets after the payment of liabilities and after distribution in full of preferential amounts, if any, to be distributed to holders of the preferred stock01. ~~Holders~~Completion of ~~common~~Acquisition ~~stock~~or ~~will~~Disposition ~~not have preemptive rights. Each share~~ of ~~common~~ ~~stock~~Assets” ~~will~~for ~~be entitled to one vote, and cumulative voting will not permitted~~a indescription ~~the election of directors.~~

Atof ~~such~~unregistered ~~time~~securities asissued ~~there~~to ~~will~~Dr. ~~be six~~Goldstein ~~or more directors, directors will be elected~~ in ~~three classes for terms~~ ofconnection upwith ~~to three years, and vacancies that occur during~~ the ~~year~~Premier ~~may be filled by the Board of Directors to serve for the remainder of the full term~~Acquisition.

~~Shares~~Securities ofPurchase ~~preferred~~Agreements stock may be issued from time to time in one or more series as may be determined by the Board of Directors. The voting 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~~ 2006 ofSecurities ~~business~~Purchase atAgreement any meeting of the shareholders will be 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.

Effective February ~~Possible~~8, ~~anti-takeover~~2006, ~~effect~~we entered into a Securities Purchase Agreement (the “2006 Securities Purchase Agreement”) with AJW Partners, Inc., ~~Although~~AJW ~~our~~Offshore, ~~Board~~Ltd., ofAJW ~~Directors~~Qualified ~~has~~Partners, noLLC ~~current~~and ~~plans~~New Millennium Capital Partners II, LLC (hereinafter collectively referred to ~~use~~as the ~~additional~~"Investors") ~~shares~~and ofancillary ~~common stock,~~agreements (hereinafter described collectively as the "~~blank~~2006 ~~check~~Transaction Agreements"). ~~preferred~~Under the ~~stock~~2006 Securities Purchase Agreement, ~~classification~~we agreed to sell the Investors a total of ~~directors~~$3,000,000 ~~cumulative~~in ~~voting~~Callable Secured Convertible Notes (the "2006 Convertible ~~and~~Notes") ~~greater~~due ~~than~~February a8, ~~majority~~2009 ~~voting~~with ~~requirements~~8% toannual ~~entrench~~interest ~~present~~payable ~~management,~~quarterly. The Investors may convert the ~~foregoing~~2006 ~~are~~Convertible ~~considered~~Notes ~~anti-takeover~~into ~~measures~~shares toat ~~prevent~~the ~~hostile~~lower ~~takeovers~~of ~~attempts~~$.005 Toper share or 50% of the ~~knowledge~~three lowest intraday trading prices during the twenty trading days prior to conversion. Based on the conversion price of ~~management~~$.0025 on February 7, no2006 ~~hostile~~the ~~takeover~~2006 ~~attempts~~Convertible ~~are~~Notes ~~presently~~can be converted into a minimum ~~threatened~~of or1,200,000,000 ~~contemplated~~shares. Management believes that the actual conversion price may be lower and more than the minimum number of shares that may be issued when the Convertible Notes are converted.

~~Item~~ To date, 8the Investors have purchased $2,150,000 of the 2006 Convertible Notes.01 The 2006 Securities Purchase Agreement provides for the sale of an additional $850,000 of the 2006 Convertible Notes. ~~Other~~On ~~Events~~the last business day of each month beginning in March 2006 and ending in December 2006, the Investors will purchase from the Company $85,000 in 2006 Convertible Notes and Warrants to purchase 1,275,000 shares.

~~Diagnostic~~ We agreed ~~USA~~to ~~and~~issue to the ~~Diagnostic~~Investors ~~Solutions~~for no additional cash consideration Stock Purchase ~~Agreement~~Warrants (the "2006 Warrants") to purchase an aggregate of 45,000,000 shares at $.001 per share, fifteen warrants for each one dollar of 2006 Convertible Notes purchased by the Investors. 32,250,000 of the 2006 Warrants have been issued as of the date hereof. The Warrants expire February 8, 2011.

~~On February 25~~ $2, ~~2005~~000,000 of the ~~deadline~~proceeds ~~for~~from ~~closing on~~ the ~~Limited~~2006 ~~Liability~~Convertible ~~Company~~Notes ~~Membership~~was ~~Purchase Agreement~~used ~~with~~for ~~Nationwide~~the ~~Diagnostic Solutions, Inc~~Premier Acquisition. ~~was~~The ~~extended~~balance ~~until~~of ~~March 31~~$1,000,000 ~~2005.~~will ~~Please~~be ~~refer~~used tofor ~~our~~working ~~Form~~capital ~~8-K~~and expenses. ~~Current~~See ~~Report~~“Item ~~filed~~2.01 onCompletion ~~February~~of ~~23, 2004~~Acquisition ~~for~~or aDisposition ~~description~~ of ~~this~~Assets ~~agreement~~-- Premier Acquisition.”

2004 Securities ~~SIGNATURE~~Purchase Agreement

~~Pursuant~~ Effective November to8, 2004, we entered into a Securities Purchase Agreement with the Investors ~~requirements~~and ofancillary agreements (hereinafter described collectively as the "2004 Transaction Agreements"). This section updates our disclosures concerning this transaction. Under the 2004 Securities ~~Exchange~~Purchase Agreement, we sold the ~~Act~~Investors a total of ~~1934~~$3,000,000 in Callable Secured Convertible Notes (the "Convertible ~~registrant~~Notes") ~~has~~due ~~duly~~November ~~caused~~8, ~~this~~2006 ~~report~~with 10% annual interest payable quarterly, the first four months interest to be ~~signed~~prepaid onfrom ~~its~~proceeds of the ~~behalf~~Convertible byNotes. The Investors may convert the ~~undersigned~~Convertible ~~hereunto~~Notes ~~duly~~into ~~authorized~~shares at the lower of $.22 per share or 50% of the three lowest intraday trading prices during the twenty trading days prior to conversion.

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

We agreed to issue to the Investors for no additional cash consideration 3,000,000 Stock Purchase Warrants (the "2004 Warrants") to purchase one share at $.40 per share for each one dollar of Convertible Notes purchased by the Investors. The Warrants expire November 8, 2009.

To date, the Investors have converted $1,155,162 of the 2004 Convertible Notes into 74,400,000 shares, an average of $.015 per share. Based on the conversion price of $.025 on February 7, 2006 the remaining $1,844,838 in principal amount of 2004 Convertible Notes can be converted into a minimum of 710,000,000 shares. Management believes that the actual conversion price may be lower and more than the minimum number of shares that may be issued when the Convertible Notes are converted.

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

Provisions Common to the 2004 and 2006 Transaction Agreements

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

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

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

Pursuant to a Registration Rights Agreement we agreed to file a registration statement to register on request by the Investors the shares underlying the Notes and Warrants. We filed a registration statement for 2,000,0000,000 shares today.

Michael Gelmon, our Chief Executive Officer, and Cory Gelmon, our President and Chief Operating Officer, each entered into a Guaranty and Pledge Agreement to provide additional security for our performance of the Transaction Agreements. Michael Gelmon pledged to the Investors 14,623,333 shares he owns of record. Cory Gelmon pledged to the Investors 15,123,333 shares he owns of record.

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

Section 8 - Other Events

Item 8.01 Other Events.

New Chief Operating Officer, Marshall F. Wilmot.

Effective February 1, 2006, we hired a new Chief Operating Officer, Marshall F. Wilmot. Mr. Wilmot has overall responsibility for the day-to-day operations of our subsidiaries Chiropractic USA and Diagnostic USA. In the past four years, he held several key positions, most recently as Vice President, Marketing, in the Forzani Group, Ltd., a publicly traded company based in Calgary, Alberta. Forzani Group is Canada’s largest sporting goods retailer with more than 500 corporate and franchised locations. For fiscal 2005, Forzani Group reported sales of $985,000,000 and net profits of $22,000,000 (figures are in Canadian dollars). Previously, Mr. Wilmot had a distinguished twelve-year career with Canadian Airlines International, Ltd., most recently as the Vice President, In-flight service. He received a Masters of Business Administration from Nyenrode Universiteit in the Netherlands in 1986, and a Bachelor of Commerce with a major in Finance from the University of Calgary in 1983.

Our compensation agreement with Mr. Wilmot provides for a salary of $120,000 per year, an annual bonus of up to $180,000 based upon the pre-tax earnings of Diagnostic USA in excess of $1,700,000. For his services, we also issued 1,000,000 shares of stock and granted 5,000,000 options exercisable at $.06 per share for five years, of which 1,666,667 vest immediately and 1,666,666 will vest on the first and second anniversary of his employment.

Legal Proceedings.

As reported in our Form 10-QSB for the quarter ended September 30, 2005, on November 4, 2005, the District Court for the City and County of Denver, Colorado entered judgment in favor of four note holders and against the Company for $290,000 plus interest at 22% and cost of collection, including attorney fees. On February 8, 2006 the Court ordered this judgment vacated. On February 10, 2006, the four note holders requested the Court to reenter judgment. We will oppose reentry of judgment.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

The financial statements of Premier, pro forma financial information, and exhibits required by this item will be filed by amendment within 71 calendar days after the date this report has been filed.

(c) Exhibits

Exhibit
Number

4.8	Securities Purchase Agreement dated as of February 8, 2006 between the registrant and the investors named therein *
4.8
4.9	Form of Convertible Notes due February 2009 *
4.10	Form of Common Stock Purchase Warrant dated as of February 8, 2006 *
4.11	Registration Rights Agreement dated as of February 8, 2006 between the registrant and the investors named therein *
4.11
4.12	Security Agreement dated as of February 8, 2006 between the registrant and the secured parties named therein *

4.13	Intellectual Property Security Agreement dated as of February 8, 2006 between the registrant and the secured parties named therein *

4.14	Form of letter agreement re conversion price adjustment dated as of February 8, 2006 between the registrant and the investors named therein *

10.17	Stock Purchase Agreement with Exhibits *
10.18	Addendum to Stock Purchase Agreement between the registrant and Dr. Brad Goldstein et al., dated February 7, 2006 *

10.19	Employment Agreement between Premier Health Services, LLC, a subsidiary of the registrant, and Dr. Brad Goldstein dated February 10, 2006 *

10.20	Letter agreement re offer of employment between the registrant and Marshall Wilmot effective as of February 1, 2006 *

*	Incorporated by reference to the registrant’s Registration Statement on Form SB-2 filed February 14, 2006.

SIGNATURES

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 14, 2006
	By /s/ Michael J. Gelmon
	Michael J. Gelmon, Chief Executive Officer

Filing Compare · BANYAN CORP /OR/