SecProbe.io

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Mail Stop 3-9									December
21,
2004

Cory H. Gelman
President and Secretary
Banyan Corporation
Suite 500
1925 Century Park East
Los Angeles, California 90067

Re:	Banyan Corporation
Preliminary Proxy Statement on Schedule 14A, filed December 8,
2004
File No. 000-26065

Dear Mr. Gelman:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Schedule 14A
General

1. We note that you are planning to hold your annual meeting on
January 10, 2005.  Please be advised that the definitive proxy
statement must be mailed at least 20 days prior to the meeting.
In
addition, your references to mailing on December 20 are no longer
applicable and should be amended accordingly.

2. Given that Messrs Cory Gelman and Michael Gelman together own
in
excess of 60% of the Company, it appears that a vote in favor of
the
resolutions by these gentlemen means that the quorum and vote are
assured to occur.  You should mention this fact in each place
where
such matters are concerned and within the disclosure for each
proposal.

Committees of the Board of Directors

3. Item 7(d)(3) of Schedule 14A requires that you disclose
substantial information about the Committee, including information
about the audit committee charter, the information required by
Item
306 of Regulation S-K and other matters.  Please include this
information in the proxy statement or provide us with an analysis
explaining why the disclosure is not required

Executive Compensation

4. Item 402 of Regulation S-K requires that you include a stock
option grant table which includes information regarding the
potential
realizable value of the options granted (columns f & g).  We note
that this information is not included in your table.  Please
revise
your disclosure to include this information.

Certain Relationships and Related Transactions

5. We note that you have included a number of transactions in this
section.  For each transaction, explain the purpose of the
transaction and the benefit received by stockholders of the
Company.
As one example only, it would appear that the Company purchased
Franchise Support Network Acquisition for 34 million shares, which
valued the purchase at over $1M for a company whose assets were
recorded at $0 on the balance sheet.  Please also disclose how you
valued the assets you acquired and the methods used to arrive at
these valuations.

6. Please name the financial institution that requested the
assignment of the acquisition agreement with Advanced to the
Southern.  Please also include the date of that request and
provide
more information supporting the desired structure.

7. Please also disclose who received the 277, 778 shares of Class
A
common stock.  In addition, we note that the value of the
receivables
plus furniture and fixtures equals the amount of the cash payment,
note payable and stock issuance. Based upon your disclosure, it
would
appear that $50,000 of Class A common stock of the Company is
being
used as consideration for assets acquired by affiliates of the
Company.  Please explain.

8. Please also clarify who paid the cash & issued the note
payable.
They should also disclose the source of the cash.

9. Please also explain the discrepancy, if any, between the
interest
rate on loans made by the Gelmons and other beneficial owners to
the
Company as compared to the rates the Company will receive on loans
made to the Company, such as the note payable of $200,000.

10. Please explain why the Company entered into a term loan and
installment note to finance the acquisition when Southern, an
entity
wholly owned by the Gelmons, is the company that acquired
Advanced.

11. Please explain why the Company issued stock as consideration
for
the guaranty provided by the Gelmons when Advanced was purchased
by
Southern, an entity wholly owned by the Gelmons.

12. Under the subsection "Capital Contribution," you have
indicated
that Michael Gelmon returned 9.6M shares to the Company for
cancellation.  Please explain how this cancellation is considered
a
capital contribution and why this cancellation occurred.

13. Under the subsection "Securities Purchase Agreement" please
disclose whether any controlling persons of the buyers are
directors,
officers or affiliates of the Company.

Matters to be acted upon at the Meeting
Election of Directors (Proposal 1)

14. Item 7 of Schedule 14A requires that the Company disclose
certain
information relating to the Company directors and executive
officers.
Please revise the proxy statement to include the required
disclosures.  As one example only, Item 7 requires that the
Company
disclose biographical information in the proposal, including the
positions held by officers and directors for the past five years.
With respect to Messrs. Gelmon, no information is provided for
1999-
2000.  Please review the requirements of Item 7 and make sure that
all necessary revisions are included in the filing.

Approval of Restated Articles of Incorporation (Proposal 2)

15. You have indicated that after the Company has received an
increase in the authorization of shares, shares will be issued for
various purposes described in this section.  Please disclose
explicitly whether the Company has any plans to issue common stock
or
preferred stock other than the issuances set forth.  If so, the
Company should disclose those planned issuances.  If not, the
Company
should disclose that there are no other planned issuances.

16. In addition, please provide a more substantial and detailed
discussion of each transaction that will result in shares being
issued to the Gelmons.

17. Please explain your reference to anti-takeover effects in
light
of the fact that the Gelmons already own over 60% of the Company`s
stock.

*	*	*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that the
company is responsible for the adequacy and accuracy of the
disclosure in the filings; staff comments or changes to disclosure
in
response to staff comments in the filings reviewed by the staff do
not foreclose the Commission from taking any action with respect
to
the filing; and the company may not assert staff comments as a
defense in any proceeding initiated by the Commission or any
person
under the federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please contact Zafar Hasan, Attorney-Advisor, at (202) 942-
7381, or me at (202) 942-1840 with any comments or questions
regarding this comment letter.

								Sincerely,

								Jeffrey P. Riedler
								Assistant Director

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Banyan Corporation
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