SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                  For the quarterly period ended July 31, 2002

                              BANNER HOLDING CORP.
                 (Name of Small Business Issuer in its charter)

                                    333-57043
                             Commission File Number

                                     FLORIDA
         (State or other jurisdiction of incorporation or organization)

                                   65-0826508
                      (I.R.S. Employer Identification No.)

                             120 N. U.S. Highway One
                                    Suite 100
                                  Tequesta, FL
                    (Address of principal executive offices)

                                      33469
                                   (Zip Code)

                    Issuers telephone number: (561) 747-0244
                        --------------------------------

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act 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. [x] Yes [ ] No

          As           of July 31, 2002 the issuer had 3,000,000 shares of $.01
                       par value common stock outstanding.








                                                                           INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Balance Sheet
         July 31, 2002 .....................................................   2

         Condensed Statement of Operations
         Three months ended July 31, 2002
          and July 31, 2001 ................................................   3

         Condensed Statement of Cash Flows
         Three months ended July 31, 2002
          and July 31, 2001 ................................................   4

         Notes to Financial Statements .....................................   5

Item 2.  Plan of Operation .................................................   7

EXHIBITS

99.1.....         CEO/CFO Certificate




                                       BANNER HOLDING CORP.
                                   (A Development Stage Company)
                                      CONDENSED BALANCE SHEET
                                           JULY 31, 2002
                                   (Unaudited)




                         ASSETS

CURRENT ASSETS
 Prepaid expenses                                                      $     940



                          LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable and accrued expenses .......................        $  27,028

STOCKHOLDERS EQUITY (DEFICIT)
 Preferred stock, $.01 par value, 5,000,000
  shares authorized, no shares issued or
  outstanding
 Common stock, $.01 par value, 25,000,000
  shares authorized, 3,000,000 shares
  issued and outstanding .....................................           30,000
 Additional paid-in capital ..................................           78,766
 Deficit accumulated during the development
  stage ......................................................         (134,854)

         Total Stockholders Equity (Deficit) ................          (26,088)

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
 (DEFICIT) ...................................................        $     940









                         Read accompanying Notes to Financial Statements.




                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<table>

                                                                                                  Period From
                                                            Three Months                          January 26, 1998
                                                            Ended July 31                           (Inception)
<S>                                                  <c>             <c>                          <c>
                                                     2002                   2001                   July 31, 2002

REVENUES                                              $ -                   $ -                         $ -

EXPENSES
 General and administrative                            181                  6,378                     134,854

NET LOSS                                            $ (181)               $(6,378)                   $(134,854)

LOSS PER SHARE                                      $ ----                $ ----
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING                                        3,000,000             3,000,000





</table>

                Read accompanying Notes to Financial Statements.


                                 BANNER HOLDING CORP.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<table>

                                                         Period From
                                                                             January 26, 1998
                                             Three Months       Three Months    (Inception)
                                          Ended July 31,       Ended July 31,   To July 31,
                                                2002               2001           2002

<S>                                       <c>          <c>         <c>

CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss) .........................    $    (181)    $  (6,378)    $(134,854)
  Adjustments to reconcile
   net loss to cash (used in)
   operating activities:
    Noncash charge for general
     and administrative
     expenses ........................         --           1,500        25,500
    Amortization of deferred
     offering costs .................         --            --          82,590
   (Increase) in prepaid
     expenses ........................         --            --            (940)
    Increase(decrease) in:
     Accounts payable ................         --           4,093        27,028

NET CASH (USED IN) OPERATING
 ACTIVITIES ..........................         (181)         (785)         (676)

CASH FLOWS FROM FINANCING
 ACTIVITIES:
 Increase in deferred offering
  costs ..............................         --            --         (82,590)
 Proceeds of stockholder
  receivable .........................         --            --          29,528
 Sale of common stock and
  contribution of capital ............          150           750        98,738
 Restricted cash for common
 stock subject to redemption .........         --            --         (45,000)

NET CASH PROVIDED BY FINANCING
 ACTIVITIES ..........................          150           750           676

NET (DECREASE) IN CASH ...............          (31)          (35)         --

CASH - BEGINNING .....................           31           172          --

CASH - ENDING ........................    $    --       $     137     $    --

</table>

                Read accompanying Notes to Financial Statements.



                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2002

NOTE 1.  ORGANIZATION

Banner Holding Corp. was  incorporated on January 26, 1998 under the laws of the
State of Florida and has a fiscal year ending April 30. The company is a shell
company, the purpose of which is to seek and consummate a merger or acquisition.
The companys headquarters is in Tequesta, Florida.

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Basis of Presentation

The accompanying condensed financial statements are unaudited. These statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission (SEC). Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of management, all
adjustments (which include only normal recurring adjustments) considered
necessary for a fair presentation have been included. These financial statements
should be read in conjunction with the Companys financial statements and notes
thereto for the year ended April 30, 2002, included in the Company's Form 10-KSB
as filed with the SEC.


Loss Per Share

Loss per share is computed by dividing net loss for the year by the weighted
average number of shares outstanding.

                  Use of Estimates

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Accordingly, actual results could vary from the estimates that were
assumed in preparing the financial statements.

                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2002



NOTE 3.  CAPITAL STOCK

The Company has authorized 5,000,000 preferred shares and 25,000,000 common
shares each with a par value of $.01 per share. As of July 31, 2002, 3,000,000
shares were issued and outstanding. No preferred shares have been issued.

On August 26, 2003, the Articles of Incorporation were amended to increase the
number of authorized common shares to 50,000,000.

NOTE 4.  GOING CONCERN

The Company has no revenues to date and has incurred operating losses of
$134,854 since inception. The Company has been dependent upon the receipt of
capital investment or other financing to fund its continuing activities.
Management has not identified any business combination and therefore, cannot
ascertain with any degree of certainty the capital requirements for any
particular transaction. In addition, the Company is dependent upon certain
related parties to provide continued funding and capital resources. The
accompanying financial statements have been presented on the basis of the
continuation of the Company as a going concern and do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.


Item 2.  Plan of Operation

Banner Holding Corp.,  (Company),  became a registered public company on April
20, 2000. The Company has not yet engaged in any commercial business and has not
determined  when it will do so. The  Company  has no  full-time  employees.  The
officers and directors allocate a portion of their time to the activities of the
Company without compensation.  The Company has minimal capital,  operating costs
limited to legal,  accounting,  escrow and stock transfer and  reporting-related
fees.  The  Company  anticipates  these  costs  will be paid for with loans from
shareholders  John  O'Keefe,  Sr.  and  Vicki  J.  Lavache  or  another  company
wholly-owned by them. It does not expect to make any acquisitions of property.
The Company's Plan

As a shell company Banner's purpose is to be used as a vehicle for a reverse
 acquisition.

Target Companies

The Company will seek a candidate for a business combination. It has not yet
identified a specific target company. The search is not to be restricted to any
specific business, industry or geographic location. The ideal candidate is an
entity that wants to use the public marketplace to raise capital for expansion,
development or other corporate purposes. Once a viable candidate is identified
management will analyze the feasibility of an opportunity considering such
matters as:

           -costs associated with effecting a Business Combination
         -equity interest in and possible management participation in
           the Target
         -growth potential of the Target and its industry
         -experience and skill of management and availability of
          additional personnel of the Target
         -capital requirements of the Target
         -competitive position of the Target
         -potential for further research, development or exploration
         -degree of current or potential market acceptance of
          product/service
         -risk factors
         -regulatory environment of the Target's industry
         -profit potential

Evaluation as to the merits of a particular Business Combination will be based
on relevant factors above as well as other considerations deemed by management
to be relevant to effecting a Business Combination consistent with the Company's
business objective. Management will conduct an extensive due diligence review
which will encompass, among other things, meeting with incumbent management and
inspection of facilities, as well as review of financial or other information
made available to the Company.


Business Combination


The actual terms of a business combination cannot be predicted. The Company may
participate in a business venture of virtually any kind. It may become party to
a merger, consolidation, reorganization, joint venture or licensing agreement
with another corporation or entity. The Company may acquire assets and establish
wholly-owned subsidiaries in various businesses, or acquire existing businesses
as subsidiaries.



Tax considerations as well as other relevant factors will be evaluated in
determining the precise structure of a particular Business Combination. The
parties will endeavor to structure the Business Combination to achieve the most
favorable tax treatment to the Company, the Target and their respective
shareholders. Although the Company has no commitments to date to issue any
Shares, the Company will, in all likelihood, issue a substantial number of
additional shares in connection with a Business Combination, possibly causing
dilution to the interests of the Company's shareholders or a change in control
of the Company. The written agreements executed in consummation of a Business
Combination will contain, but not be limited to, the following:

         -representations and warranties by all parties thereto -specifications
         as to default penalties -terms of closing -conditions to be met prior
         to closing -conditions to be met after closing -allocation of costs,
         including legal and accounting fees

Reporting Requirements

The Company is subject to all the reporting requirements included in the
Exchange Act. It will exercise its affirmative duty to file independent audited
financial statements with the Securities and Exchange Commission as part of its
Form 8-K upon consummation of a merger or acquisition.











                                                      SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               BANNER HOLDING CORP.
                                                       (Registrant)


Date: September 26, 2003                 By: /s/ John M. O'Keefe,Sr.
                                                John M. O'Keefe, Sr.
                                             President and Chief
                                                Executive Officer





















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