b a n y يالشعثاني

الموضوع في 'السوق الأمريكي للأوراق الماليه' بواسطة bukhaly, بتاريخ ‏5 ديسمبر 2006.

  1. bukhaly

    bukhaly عضو جديد

    التسجيل:
    ‏21 يناير 2003
    المشاركات:
    763
    عدد الإعجابات:
    0
    مرحبا اخوي الشعثاني ممكن تشوف لي هل بيانات للشركة وتعطيني المختصر المفيد والبيانات ايجابيه ولا سلبيه وشاكرلك مقدما والله يجعله ابميزان حسناتك

    والخبر ابتاريخ اليوم وهذا هو

    Show all filings for BANYAN CORP /OR/ | Request a Trial to NEW EDGAR Online Pro

    Form 8-K/A for BANYAN CORP /OR/


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    4-Dec-2006

    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 with respect to the acquisition of Premier previously reported in the Registrant's Current Report on Form 8-K filed on February 15, 2006 are filed herewith.

    (c) Exhibits

    Exhibit Number

    F-1 Financial statements required by Rule 3-05 of Regulation S-X

    F-14 Pro forma financial information required by Rule 11-02 of Regulation S-X



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    PREMIER MEDICAL GROUP, INC. AND SUBSIDIARIES

    CONSOLIDATED FINANCIAL STATEMENTS

    For The Years Ended December 31, 2005 and 2004

    F-1


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    INDEPENDENT AUDITORS' REPORT
    Board of Directors
    Premier Medical Group, Inc. and Subsidiaries Boca Raton, Florida

    We have audited the accompanying consolidated balance sheets of Premier Medical Group, Inc. and Subsidiaries (an S corporation) as of December 31, 2005 and 2004, and the related consolidated statements of operations, changes in stockholder's equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing standards in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Premier Medical Group, Inc. and Subsidiaries as of December 31, 2005 and 2004, and the results of its consolidated operations and cash flows for the years then ended, in conformity with generally accepted accounting principles of the United States of America.

    The consolidated supplementary information contained on page 11 is presented for purposes of additional analysis and, although not required for a fair presentation of consolidated financial position, consolidated results of operations, and consolidated cash flows, was subjected to the audit procedures applied in the audit of the basic consolidated financial statements. In our opinion, the accompanying consolidated supplementary information is fairly stated in all material respects in relation to the basic consolidated financial statements taken as a whole and should be read in conjunction with those statements.

    The Company, with the consent of its stockholder, has elected under the Internal Revenue Code to be an S corporation. In lieu of corporation income taxes, the stockholder of an S corporation is taxed on the Company's taxable income. Therefore, no provision or liability for federal income taxes has been included in these consolidated financial statements.

    Friedman, Cohen, Taubman & Company, LLC Certified Public Accountants

    November 16, 2006
    Plantation, Florida


    F-2


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    TABLE OF CONTENTS

    Page

    INDEPENDENT AUDITORS' REPORT F-2
    FINANCIAL STATEMENTS:


    Consolidated Balance Sheets F-4

    Consolidated Statements of Operations F-5

    Consolidated Statements of Changes in F-6
    Stockholder's Equity

    Consolidated Statements of Cash Flows F-7 - F-8

    Notes to Consolidated Financial Statements F-9 - F-12

    Supplementary Information - Consolidated F-13
    Operating Expenses

    F-3


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    PREMIER MEDICAL GROUP, INC. AND SUBSIDIARIES
    Consolidated Balance Sheets

    December 31, 2005 2004

    ASSETS

    CURRENT ASSETS
    Cash and equivalents $ 145,112 $ -
    Accounts receivable (Note 2) 1,488,561 1,900,846
    Due from affiliates 9,000 -
    Due from stockholder 30,966 -
    TOTAL CURRENT ASSETS 1,673,639 1,900,846

    PROPERTY AND EQUIPMENT, NET (NOTE 3) 85,616 84,228

    OTHER ASSETS 3,631 3,631

    TOTAL ASSETS $ 1,762,886 $ 1,988,705





    LIABILITIES AND STOCKHOLDER'S EQUITY

    CURRENT LIABILITIES
    Bank overdraft $ - $ 57,271
    Accrued liabilities 131,294 176,010
    Due to stockholder - 213,015
    TOTAL CURRENT LIABILITIES 131,294 446,296

    TOTAL LIABILITIES 131,294 446,296

    COMMITMENTS AND CONTINGENCIES (NOTE 6)

    STOCKHOLDER'S EQUITY 1,631,592 1,542,409

    TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 1,762,886 $ 1,988,705




    See accompanying notes to the consolidated financial statements and independent auditors' report.


    F-4


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    PREMIER MEDICAL GROUP, INC. AND SUBSIDIARIES
    Consolidated Statements of Operations

    For The Years Ended December 31, 2005 2004

    REVENUES $ 5,422,389 $ 5,359,119

    OPERATING EXPENSES
    Employee costs 2,452,777 2,586,593
    General and administrative expenses 924,356 1,221,759
    Selling expenses 1,152,903 1,398,783
    TOTAL OPERATING EXPENSES 4,530,036 5,207,135

    INCOME BEFORE OTHER INCOME (EXPENSES) 892,353 151,984

    OTHER INCOME (EXPENSES)
    Interest 1,279 345
    Insurance settlement - (1,000,000 )
    Depreciation (5,449 ) (4,881 )
    TOTAL OTHER INCOME (EXPENSES) (4,170 ) (1,004,536 )

    NET INCOME (LOSS) $ 888,183 $ (852,552 )




    See accompanying notes to the consolidated financial statements and independent auditors' report


    F-5


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    PREMIER MEDICAL GROUP, INC. AND
    SUBSIDIARIES
    Consolidated Statements of Changes in Stockholder's Equity

    For The Years Ended December 31,
    2005 and 2004
    Shares of
    Common Total
    $10 par value; 100 shares Stock Common Retained Stockholder's
    authorized,
    51 shares issued and outstanding Issued Stock Earnings Equity

    BALANCE AT DECEMBER 31, 2003 51 $ 510 $ 2,523,951 $ 2,524,461

    NET (LOSS) - (852,552 ) (852,552 )

    DISTRIBUTIONS - (129,500 ) (129,500 )

    BALANCE AT DECEMBER 31, 2004 51 510 1,541,899 1,542,409

    NET INCOME - 888,183 888,183

    DISTRIBUTIONS - (799,000 ) (799,000 )

    BALANCE AT DECEMBER 31, 2005 51 $ 510 $ 1,631,082 $ 1,631,592




    See accompanying notes to the consolidated financial statements and independent auditors' report.


    F-6


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    PREMIER MEDICAL GROUP, INC. AND SUBSIDIARIES
    Consolidated Statements of Cash Flows

    For The Years Ended December 31, 2005 2004

    CASH FLOWS FROM OPERATING ACTIVITIES:
    Receipts
    Cash received from insurance companies and $ 5,835,953 $ 5,815,501
    others
    5,835,953 5,815,501
    Disbursements
    Cash paid to suppliers and others 4,614,718 6,050,834
    4,614,718 6,050,834

    NET CASH PROVIDED BY (USED FOR) OPERATING 1,221,235 (235,333 )




    ACTIVITIES

    CASH FLOWS FROM ********* ACTIVITIES:
    Disbursements
    Capital expenditures 6,837 1,230
    6,837 1,230


    NET CASH USED FOR ********* ACTIVITIES (6,837 ) (1,230 )

    CASH FLOWS FROM FINANCING ACTIVITIES:
    Receipts
    Loan received from stockholder - 213,015
    Increase in bank overdraft - 57,271
    - 270,286
    Disbursements
    Decrease in bank overdraft 57,271 -
    Repayment of stockholder loan 213,015 -
    Stockholder distributions 799,000 129,500
    1,069,286 129,500

    NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES (1,069,286 ) 140,786
    NET INCREASE (DECREASE) IN CASH 145,112 (95,777 )
    CASH AND EQUIVALENTS - BEGINNING OF THE YEAR - 95,777

    CASH AND EQUIVALENTS - END OF THE YEAR $ 145,112 $ -




    See accompanying notes to the consolidated financial statements and independent auditors' report.


    F-7


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    PREMIER MEDICAL GROUP, INC. AND SUBSIDIARIES
    Consolidated Statements of Cash Flows (Continued)

    For The Years Ended December 31, 2005 2004

    RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
    PROVIDED BY (USED FOR) OPERATING ACTIVITIES:

    Net income (loss) $ 888,183 $ (852,552 )

    Adjustments to reconcile net income (loss) to net cash
    provided by (used for) operating activities:
    Depreciation and amortization 5,449 4,881
    893,632 (847,671 )

    Changes in assets and liabilities:
    Decrease in accounts receivable 412,285 456,037
    Increase in due from stockholder (39,966 ) -
    Increase (decrease) in accrued liabilities 44,716 ) 156,301
    Total changes in assets and liabilities 327,603 612,338

    NET CASH PROVIDED BY (USED FOR) OPERATING
    ACTIVITIES $ 1,221,235 $ (235,333 )




    See accompanying notes to the consolidated financial statements and independent auditors' report.


    F-8


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    PREMIER MEDICAL GROUP, INC. AND SUBSIDIARIES

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    Business Activity
    Premier Medical Group, Inc. was incorporated in the state of Florida on July 16, 1993. The Company conducts a diagnostic imaging business which offers Nerve Conduction Velocity ("NCV") testing through various clinics and other health care professionals to their clients. Principles of Consolidation
    The consolidated financial statements include the accounts of Premier Medical Group, Inc. and its wholly-owned subsidiaries Premier Professional Services, LLC, Atlas Medical Group, Inc., Prism Diagnostics, Inc, Comprehensive Medical Group, Inc., Optimal Medical Group, LLC, Neurological Medical Associates of N.J., LLC, Providers Medical Group, LLC, Neurological Consultants, LLC, Neurological Services, Inc. and West Center Medical Group, Inc.. All material inter-company balances and transactions have been eliminated in the consolidated financial statements. Basis of Presentation
    The Company's policy is to prepare the financial statements on the accrual basis of accounting in conformity with generally accepted accounting principles. Revenues are recognized in the period in which they are earned. Expenses are recognized in the period in which they are incurred.
    Cash and Equivalents
    Cash and equivalents consist of time deposits and all liquid instruments with maturities of three months or less. Accounts Receivable
    Substantially all of the accounts receivable are due from third party payors such as insurance companies. Accounts receivable have been recorded at their established charges and reduced by the estimated contractual adjustments and uncollectible accounts. Contractual adjustments result from the differences between the rates charged for services performed and reimbursements by third party payors. The Company considers the terms of the payor contracts in effect and historical collections to calculate the allowance for contractual adjustments and uncollectible accounts. Receivables are generally collected within industry norms from the third party payors however, the services provided and related reimbursements are subject to changes that could result in collections that differ from the estimates. Fixed Assets
    Property and equipment is recorded at cost, less accumulated depreciation. Expenditures for major betterments and improvements that extend the lives of the assets are capitalized, while repairs and maintenance that do not improve or extend the lives of the assets are charged to expense currently. Depreciation is provided principally on accelerated methods over the estimated useful lives of the assets which are as follows:

    Office furniture and fixtures 5 to 7 years Computer software 3 years Computer and testing equipment 5 to 7 years Transportation equipment 5 years Other 5 years


    F-9


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    NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Long-Lived Assets
    Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses are recognized based on the excess of the asset's carrying amount and fair value less costs to sell.
    Revenue Recognition
    Revenue from diagnostic imaging services consists of net patient fees for service revenue. Net patient service revenue is recognized when diagnostic imaging services are rendered. Net patient service revenue is recorded net of contractual adjustments and other arrangements for providing services at less than established patient billing rates. Allowances for contractual adjustments and uncollectible accounts are provided for accounts receivable based on estimated collection rates. The Company estimates contractual allowances based on differences between the rates charged for services performed and reimbursements by third party payors. The Company adjusts the contractual allowance rates, as changes to the factors discussed above become known. As these factors change, the historical collection experience is revised accordingly in the period known. These allowances are reviewed periodically and adjusted based on historical payment rates. Depending on the changes made in the contractual allowance rates, net revenue may increase or decrease.
    Income Taxes
    The Company, with the consent of its stockholder, has elected under the Internal Revenue Code to be an S corporation. In lieu of corporation income taxes, the stockholder of an S corporation is taxed on the Company's taxable income. Therefore, no provision or liability for federal income taxes has been included in these financial statements Use of Estimates
    The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used when accounting for allowance for doubtful accounts, contractual allowances, depreciation, accrued liabilities, and contingencies.


    NOTE 2. ACCOUNTS RECEIVABLE



    Accounts receivable at December 31, consists of: 2005 2004

    Accounts receivable $ 9,143,493 $ 11,675,956
    Less allowance for contractual adjustments and
    uncollectible accounts (7,654,932 ) (9,775,110 )

    $ 1,488,561 $ 1,900,846





    F-10


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    NOTE 3. PROPERTY AND EQUIPMENT
    Property and equipment, which is stated at cost, at December 31,
    consists of the following:



    2005 2004
    Computer software $ 13,362 $ 13,362
    Office furniture and fixtures 23,065 23,065
    Computer and testing equipment 73,957 67,120
    Transportation equipment 98,862 98,862
    Other 1,230 1,230
    210,476 203,639
    Less accumulated depreciation (124,860 ) (119,411 )

    $ 85,616 $ 84,228




    Depreciation expense for the years ended December 31, 2005 and 2004 amounted to $5,449 and $4,881, respectively.

    NOTE 4. The Company is related to several other entities through common
    ownership and control. The Company received management fees from Premier Health Services LLC (an unconsolidated affiliate owned by Dena Goldstein) during the years ended December 31, 2005 and 2004 that amounted to $1,545,000 and $495,000, respectively. This amount is included in revenues in these consolidated financial statements in the years earned.

    NOTE 5. SUBSEQUENT EVENT

    On February 10, 2006, the stockholder of the Company sold all of his outstanding capital stock to Banyan Corporation. Effective as of the date of sale, the principal operating stockholder entered into a one-year employment agreement with the acquiring company.

    NOTE 6. COMMITMENTS AND CONTINGENCIES


    Pending or Threatened Litigation or Claims
    The Company is subject to legal proceedings and other claims that arise in the ordinary course of business. In the opinion of management, the amount of ultimate liability, if any, in excess of applicable insurance coverage, is not likely to have a material effect on the financial condition, results of operations or liquidity of the Company. However, the outcome of litigation or other legal claims is difficult to predict and significant changes in the estimated exposures could occur.


    Lease Commitments
    The Company has three separate operating lease agreements for office facilities. The leases expire on October 31, 2006. Monthly rent payments amount to $6,128. The future minimum rent payment due is $61,280 for the year 2006.

    Total rent expense for the years ended December 31, 2005 and 2004, amounted to $148,202 and $145,166, respectively.


    F-11


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    NOTE 6. COMMITMENTS AND CONTINGENCIES (CONTINUED)


    State Income Taxes
    The Company does not file tax returns with any state taxing authority other than Florida and California. It is management's opinion that the Company is not required to file returns in other states. In the event that the states, in which payroll exist, determine the Company has nexus, the potential liabilities from 2002 through December 31, 2005 would be approximately $18,000.


    F-12


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    PREMIER MEDICAL GROUP, INC. AND SUBSIDIARIES
    Supplementary Information - Consolidated Operating Expenses

    For The Years Ended December 31, 2005 2004
    EMPLOYEE COSTS
    Salaries and wages $ 1,974,396 $ 2,125,044
    Payroll taxes 152,404 152,970
    Employee auto reimbursement 258,093 259,941
    Employee benefits 14,621 8,886
    Insurance - life, health and disability 43,175 27,731
    Workers' compensation insurance 10,088 12,021
    TOTAL EMPLOYEE COSTS 2,452,777 2,586,593
    GENERAL AND ADMINISTRATIVE EXPENSES
    Advertising and promotion 20,632 63,388
    Automobile 41,154 33,565
    Bank charges 7,228 7,738
    Billing service 17,096 -
    Computer supply 24,065 10,338
    Contributions 300 8,750
    Credit card fees 1,926 1,633
    Equipment rental 53,309 89,369
    Insurance 7,450 12,001
    Legal and professional fees 324,385 507,380
    Licenses and taxes 8,434 1,752
    Meals and entertainment 46,631 40,242
    Medical supplies 33,335 38,782
    Office supplies 12,443 11,177
    Other 9,447 36,020
    Postage and courier service 96,328 116,807
    Rent 148,202 145,166
    Repairs and maintenance 1,961 14,236
    Telephone 70,030 83,415
    TOTAL GENERAL AND ADMINISTRATIVE 924,356 1,221,759
    EXPENSES
    SELLING EXPENSES
    Travel 571,998 649,051
    Neurological interpretation fees 211,654 264,914
    Sales commission 369,251 484,818
    TOTAL SELLING EXPENSES 1,152,903 1,398,783
    TOTAL OPERATING EXPENSES $ 4,530,036 $ 5,207,135




    See independent auditors' report.


    F-13


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    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.


    F-14


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  2. best

    best عضو نشط

    التسجيل:
    ‏13 نوفمبر 2006
    المشاركات:
    1,857
    عدد الإعجابات:
    0
    الحمدلله ربحت منها اليوم وأنتظر الكمية الثانية لبيعها عند 0.01 أو 0.03
    ولكم دولم التوفيق:) :) :) :) :) :) :) :) :) :) :) :)
     
  3. الشعثاني

    الشعثاني عضو مميز

    التسجيل:
    ‏20 مارس 2003
    المشاركات:
    2,302
    عدد الإعجابات:
    1
    مكان الإقامة:
    ** بلاد الورد **
    -


    الشركة توضح في تقاريرها ما تم صرفه للموظفين من اسهم




    لا زلت اعتقد بان هناك تصريف مرتب مع الصعود و مع النزول




    ( تم تداول // مليار و نصف مليار سهم تقريبا خلال عشرة ايام فـقط )


    الفوليوم العالي في مثل هذا المستوى السعري يعتبر سلبي و يسبب اغراق للسهم


    و الله اعلم
     
  4. monster27

    monster27 عضو جديد

    التسجيل:
    ‏9 سبتمبر 2003
    المشاركات:
    113
    عدد الإعجابات:
    0
    مكان الإقامة:
    kuwait
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