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                       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 October 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)

                    Issuer's 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

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


<PAGE>


                                      INDEX

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Balance Sheet
         October 31, 2002                            2

         Condensed Statement of Operations
         Three months and six months
             ended October 31, 2002                 3

         Condensed Statement of Cash Flows
         Six months ended October 31, 2002          4

         Notes to Financial Statements              5

Item 2.  Plan of Operation                          7

Item 3.  Controls and Procedures                    8




<PAGE>





                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                             CONDENSED BALANCE SHEET
                                OCTOBER 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.









<PAGE>



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

                               <c>           <c>          <c>          <c>          <c>

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


REVENUES ........................   $--     $      --      $      --      $      --      $      --

EXPENSES
 General and administrative .....    --          80,577            181         86,955        134,854
                                    -----   -----------    -----------    -----------    -----------

NET LOSS ........................   $--     $   (80,577)   $      (181)   $   (86,955)   $  (134,854)
                                    =====   ===========    ===========    ===========    ===========

LOSS PER SHARE ..................           $      --      $      (.03)   $      --      $      (.03)
                                            ===========    ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING ..............        3,000,000      3,176,087      3,000,000      3,188,044
                                 ===========    ===========    ===========    ===========

</table>






                Read accompanying Notes to Financial Statements.








<PAGE>


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

                         <c>             <c>              <c>
                                                                           Period From
                                                                        January 26, 1998
                                      Six Months         Six Months        (Inception)
                                Ended October 31,     Ended October 31,     To October
                                        2002                  2001           31, 2002
                                        ----                  ----         --------

CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss) .................   $    (181)   $ (86,955)   $(134,854)
  Adjustments to reconcile
   net loss to cash (used in)
   operating activities:
    Noncash charge for general
     and administrative
     expenses ................        --          3,000       25,500
    Amortization of deferred
     offering costs .........        --         82,590       82,590
    (Increase) in prepaid
     expenses ................        --           --           (940)
    Increase in accounts
     payable .................        --            545       27,028
                                 ---------    ---------    ---------

NET CASH (USED IN) OPERATING
 ACTIVITIES ..................        (181)        (820)        (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)         (70)        --

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

CASH - ENDING ................   $    --      $     102    $    --
                                 =========    =========    =========


</table>
                Read accompanying Notes to Financial Statements.


<PAGE>



                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                OCTOBER 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 company's 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 Company's 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.


<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                OCTOBER 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 October 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.













<PAGE>



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.

Item 3.  Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, the Company carried out an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures within the 90 days prior to the filing date
of this report. This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective. There have been no
significant changes in the Company's internal controls or in other factors,
which could significantly affect internal controls subsequent to the date the
Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.


<PAGE>










                                                      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 29, 2003                 By: /s/ John M. O'Keefe,Sr.
                                                John M. O'Keefe, Sr.
                                                President and Chief
                                                Executive Officer



<PAGE>


CERTIFICATIONS*

I, John M. O'Keefe, Sr. certify that;

1. I have reviewed this quarterly report on Form 10-QSB of Banner Holding Corp.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement or a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other facts that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:   September 26, 2003

/s/ John M. O'Keefe, Sr.,
Principal Executive Officer
and Principal Financial Officer