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, 2001

                              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

           As of November 30, 2001 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, 2001 ..................................................   2

         Condensed Statement of Operations
         Three months ended October 31, 2001 ...............................   3

         Condensed Statement of Cash Flows
         Three months ended October 31, 2001 ...............................   4

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

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


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<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                             CONDENSED BALANCE SHEET
                                OCTOBER 31, 2001
                                   (Unaudited)




                         ASSETS

CURRENT ASSETS
 Cash ..............................................................  $     102
 Prepaid expenses .................................................         940
                                                                       ---------

TOTAL ASSETS ......................................................... $   1,042
                                                                      =========



                          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable and accrued expenses ............................   $  27,450

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 .......................................      74,477
 Deficit accumulated during the
 Development stage ................................................    (130,885)
                                                                       ---------

         Total Stockholders' Equity (Deficit) ....................      (26,408)
                                                                       ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 (DEFICIT) .............................................................  1,042
                                                                         ======









                Read accompanying Notes to Financial Statements.

                                       2
<PAGE>


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

<table>
<caption>








                                                                                              PERIOD FROM
                                               THREE MONTHS            SIX MONTHS           JANUARY 26,1998
                                             ENDED OCTOBER 31,       ENDED OCTOBER 31,      (INCEPTION) TO
                                              2001      2000          2001        2000      OCTOBER 31, 2001
                                              ----      ----          ----        ----        ------------


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

REVENUES                                    $   -      $  -          $  -        $  -          $   -

EXPENSES
 General and administrative                   80,577     8,969         86,955      17,428        130,885

NET LOSS                                    $(80,577)  $(8,969)      $(86,955)   $(17,428)     $(130,885)
                                             ========   =======       ========    ========      =========

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

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                                3,176,087  3,200,000     3,188,044    3,135,870
                                            =========  =========     =========    =========

</table>














                Read accompanying Notes to Financial Statements.

                                       3
<PAGE>


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

                                                              Period From
                                  Six Months    Six Months  January 26, 1998
                                    Ended          Ended      (Inception)
                                 October 31,    October 31,  To October 31,
                                     2001          2000         2001
                                     ----          ----         ----

                               <c>          <c>           <c>
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss) .................   $ (86,955)   $ (17,428)   $(130,885)
  Adjustments to reconcile
   net loss to cash provided
   by (used in) operating
   activities:
    Noncash charge for general
     and administrative
     expenses ................       3,000        3,000        2,500
    (Increase) in prepaid
     expenses ................        --           --           (940)
    Amortization of deferred
     financing costs .........      82,590         --         82,590
    Increase(decrease) in:
     Accounts payable ........         545       (1,253)      27,450
                                 ---------    ---------    ---------
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES ........        (820)     (15,681)         715
                                 ---------    ---------    ---------

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 ....         750       60,775       97,449
 Restricted cash for common
  stock subject to redemption         --        (45,000)     (45,000)
                                 ---------    ---------    ---------
NET CASH PROVIDED BY
 FINANCING ACTIVITIES ........         750       15,775         (613)
                                 ---------    ---------    ---------

NET INCREASE (DECREASE) IN
 CASH ........................         (70)          94          102
                                                           ---------

CASH - BEGINNING .............         172          144         --
                                 ---------    ---------    ---------

CASH - ENDING ................   $     102    $     238    $     102
                                 =========    =========    =========

</table>
                Read accompanying Notes to Financial Statements.

                                       4
<PAGE>


                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                OCTOBER 31, 2001

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, 2001, included in the Company's Form 10K-SB 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.
                                       5
<PAGE>

                              BANNER HOLDING CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                OCTOBER 31, 2001

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, 2001, 3,000,000 shares were issued
                  and outstanding. No preferred shares have been issued.

                  The Company offered to sell to the public an initial offering
                  of a minimum of 200,000 common shares or a maximum of
                  1,000,000 common shares to be sold at $.25 per share on a
                  "best effort" basis. The Company sold 200,000 shares for a
                  total of $50,000 less offering costs of $16,518. Under SEC
                  Rule 419, the proceeds must be deposited in an escrow cash
                  account but the Company has the option to withdraw up to 10%
                  of the proceeds, excluding any interest, from the escrow
                  account. On October 3, 2000, $5,000 was withdrawn from the
                  escrow account.

                  The Company was unable to timely effect a business combination
                  and in accordance with SEC Rule 419 was forced to terminate
                  the offering on its expiration date of October 20, 2001. The
                  deposited funds in the escrow account were returned to the
                  investor and the balance of the deferred offering costs were
                  expensed.

NOTE 4.  GOING CONCERN

                  The Company has no revenues to date and has incurred operating
                  losses of $130,885 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.

                                       6
<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, or from offering proceeds. It does not expect to make any
acquisitions of property.

The Offering

The Company conducted a "blank check" offering subject to Rule 419 of Regulation
C under the Securities Act of 1934, thereby selling to the public an initial
offering of common stock as registered in the state of New York. At January 31,
2001 two hundred thousand shares of stock had been sold and eight hundred
thousand shares remained available, all at the offering price of $.25 per share.
The 200,000 shares were sold by John O'Keefe, Sr. and are not subject to
commission. The $50,000 proceeds and the stock certificates were deposited in
the escrow account maintained by Escrow Agent Republic Security Bank in West
Palm Beach, Florida. The offering expired on October 20, 2001. At that time,
pursuant to Rule 419, because a business combination had not been completed
prior to expiration of the offering, the offering was closed. As reflected in
the financial information section of this report, the escrow agent returned the
funds to the investor and the share certificate to the Company. The Company is
filing a post-effective amendment with the Securities and Exchange Commission
reporting the closing of the offering as well as our intention to file a new
SB-2 Registration Document identical (except for dates) to the one expired.
Subsequent to the SEC declaration of an effective date for said new
registration, the Company intends to proceed with its business plan as outlined
below.

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

Evaluation by Investors

In a "blank check" offering management has broad discretion with respect to the
specific application of the net proceeds of the offering. Substantially all of
the net proceeds of such an offering will generally be applied toward effecting
a Business Combination. Management will have sole discretion in determining
which businesses, if any, are to be acquired, and the terms of such acquisition.
Investors in the blank check offering will have the opportunity to evaluate the
merits and risks of an acquisition and will be entitled to elect whether they
desire to remain investors in the Company. An acquisition will only be
consummated if investors representing 80% of the maximum offering proceeds
reconfirm their investments (as described in the following paragraph).

The "blank check" offering is subject to Rule 419 of Regulation C under the
Securities Act of 1933 as Amended. Rule 419 requires that net offering proceeds
and the securities issued to investors must be deposited in an escrow account.
The deposited funds (except for an amount up to 10% of the deposited funds) and
deposited securities may not be released until an acquisition conforming to
certain specified criteria has been consummated and a sufficient number of
investors reconfirm their investment in accordance with the procedures set forth
in Rule 419. At that time a new prospectus describing the acquisition candidate
and its business, and including audited financial statements, will be delivered
to all investors. The Company must return the pro rata portion of the deposited
funds to any investor who does not elect to remain an investor.

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.



                                       7
<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: February 22, 2002                       By: /s/ John M. O'Keefe,Sr.
                                              John M. O'Keefe, Sr.
                                              President and Chief
                                              Executive Officer





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